Expiration Date
by Sky Rat
Summary: Spencer is headed to college and Billy isn't too happy about it. Neither of them suspects though that college might hold the key to giving Billy a second chance. Suddenly Billy has a shot at everything he ever wanted…but second chances can come with catches, and Billy might be on borrowed time. Ectofeature, Billy x Spencer.
1. New Beginnings

**Author's note:** In the US, college is equivalent to university. Spencer is supposed to be 18 for the majority of this story, and I'm going with 19 for the age that Billy died. The drinking age in the US is 21. The mature rating will kick in at chapter 2.

* * *

"Okay, c'mon, let's do another take."

Spencer looked up in surprise at where his friend was enthusiastically tossing the gory severed foam head in the air—the star feature of his new movie _'Head Hunters versus Zombies (in Space)'_.

"It's okay, bro," Spencer gave Billy a thumbs up. "I got a pretty good shot already. We can move on to the next scene."

"No way dude." Billy shook his head emphatically. "I know I can do better than that. It wasn't scary enough. I can make it brotastically better. Just give me another shot. I wasn't in the right mind set." Billy dropped the head and twisted his legs into a meditation position. The head continued to bob in the air, telepathically suspended while Billy chanted "Ooommm" with his eyes shut.

"Uh, Billy," said Spencer.

"Ooooommmm..."

"Billy," tried Spencer again.

"You can't interrupt a genius at work!" Billy cracked an eye open to glare at Spencer. He immediately closed it again and went back to chanting.

"Okaaaaay," said Spencer. "You just...do that. I'm gonna go film a different scene with Rajeev."

"No!" Billy bounced back into his former position, holding the fake head again. "I'm good, I'm good. Roll the camera Steven Broberg!"

Spencer sighed. "Okay, whatever, diva pants. Action."

He filmed the shot. Six more times.

"That's a wrap," he said, finally shutting the camera off again. "The scene is as scary as you could possibly imagine. You even scared me," he lied.

"I'm not sure, I think it could still be more awesome," worried Billy.

"No, it was perfect. You were totally perfect, bro," said Spencer. "What's the deal anyway? You don't usually obsess this much about your acting. You usually assume you're always perfect."

"I am always perfect," Billy quickly countered.

"Exactly," said Spencer, "That's exactly my point. I thought you used to finish most of your filming on your lunch breaks? Why are you making me do everything a hundred and fifty times for this movie?"

"This film has to be better than perfect," said Billy in a voice implying that that ought to be painfully obvious.

"Well not that I disagree, but why this one?"

Billy just shot Spencer a look that said 'really bro? You really can't figure that out?'

Spencer stared back blankly.

"It's _May_," said Billy dramatically. "Of, you know, your _senior year_." He waved his hands around for emphasis.

"...And that has to do with what, exactly?" asked Spencer.

"We're running out of time, Albert Bronstein!" said Billy. "We need to accelerate on your directing career like, warp speed, man! You need to get picked up by a studio like, yesterday!"

"Billy, chill out. I'm still in high school. My potential directing career hasn't exactly hit its expiration date yet."

"You're about to hit your high school expiration date though." Billy crossed his arms and scowled at Spencer, clearly disappointed that they weren't on the same page.

Something clicked in Spencer's head. "Oh," he said, figuring it out. "This is about college, isn't it?"

"Duh." Billy rolled his eyes.

"Hey, dude, we've already had this discussion," said Spencer. "I'm definitely going to college. I've already been accepted."

"You don't have to go if you get a job as a high paid prodigy director. There's still time to make that happen. Let's do another take of that scene with the floating head, okay? We've got this movie in the bag. You'll be money."

"Billy, no." Spencer sighed and rubbed his forehead. He didn't like having this repetitive conversation. Billy had been sporadically bringing it up for months now. It's not as if he liked the idea of going off to another state and leaving everyone behind any more than Billy did. Well, no, actually the idea of getting to move out from living with his parents and Jessica did fill him with pure unadulterated joy. He really couldn't wait, quite frankly. He just didn't like the idea of leaving Billy, which apparently seemed to be what Billy was expecting to happen. "I have to go to college. Even if I got professional recognition for one of my movies now, I still need to go. My movies will be even better if I get professional training."

"I didn't need professional training for my music career," huffed Billy. "I never went to college. I turned out just fine."

Spencer raised an eyebrow and glanced pointedly at Billy's state of hovering translucence. "Really?" he said sarcastically. "I think some people might disagree with you."

"I see how it is! You actually _want_ to get rid of me!" Billy turned on the waterworks.

"No!" Spencer waved his arms in the air in a placating manner. "No no, of course not, you know that's not true, bro. I told you that you can come with if you really want!"

"And leave my fabulous mansion?" Billy stopped crying on cue. "No way, brorito. This star was not meant to live without luxury. I bet your dorm room doesn't even have a private pool."

"No," agreed Spencer, shaking his head. "I really suspect it doesn't."

"Then get that camera rolling," said Billy stubbornly. "We're going to make you a star."

"Whatever, dude." Spencer sighed and turned the camera back on.

* * *

While the movie did turn out fairly spectacular, a slew of directing job offers failed to manifest. Billy was suspiciously quiet on the topic as the new school year approached. It seemed strange that he'd given up complaining about Spencer moving out.

Spencer was in the middle of piling his boxes of things around the family car to drive to his new school.

"Spencer," said his dad, as he loaded some of Spencer's boxes into the car. "Are you sure you're not packing too much? I guess I could build an expansion to the car to get all this to fit if necessary, but I can't exactly enlarge your dorm room for you once we get there. Unless..." Hugh suddenly went glassy eyed and Spencer could guess that he was now plotting how he could in fact build an addition to the dorm room.

"I didn't pack that much," said Spencer, surprised by the question. "Just the things on the orientation checklist, and a few of my more awesome horror memorabilia." It had only been two boxes full of movie related stuff.

"Well, I guess I'm just surprised you packed this old Billy Joe Cobra logo blanket," said his dad, scratching his head. "With the limited space, I wouldn't have expected that to make the cut."

"I didn't pack that," said Spencer, eyeing the blanket in his dad's hands suspiciously.

"No, I did." Billy floated up through the roof of the car. "It's getting a bit tight in there bro," he said, rubbing his chin. "You don't need that box of books and pencils, right? Let's ditch that. My gear isn't all going to fit."

"Since when are you coming?" said Spencer in surprise.

"Since _always_," replied Billy. "As if you could function without me. You're my bro-kick. I think you might cease to exist without my awesome presence. Can't let that happen, dude."

Hugh thought Spencer was talking to him. "Well, I rather assumed you needed me to drive the car!" He scratched his head again in confusion. "Gosh son, I'm not that embarrassing am I?" He frowned, feelings clearly hurt.

"No, no," said Spencer quickly. "I wasn't talking to you dad! I was, uh, talking to the, uh…the blanket!"

"Oh," said Hugh. He gave Spencer a peculiar look but then shrugged and smiled. He was used to random confusing outbursts from his son. "Well, I'm sure we can make it fit if it's that important to you." He walked over and patted Spencer on the head.

"It's essential!" Billy announced.

"No it's not!" whispered Spencer.

"Excuse me?" said Hugh, not catching what Spencer had whispered to Billy, but hearing that _something_ had been said.

"It. Is. Essential." Billy gritted out. "Unless you want to go without a blanket. You can give me yours instead."

"You. Don't. Need. One." Spencer replied, trying to match Billy's unwavering glare. "You're a—"

"Don't you go pulling the 'ghost card' on me, brosicle," snapped Billy. "I still have needs."

"Not as much as I do," retorted Spencer, forgetting to keep his voice down so his dad wouldn't hear. "And my dorm room is going to be really really small. All this stuff isn't going to fit."

"So you shouldn't have packed so much." Billy crossed his arms and gazed at Spencer coolly. "You don't really need three Godzilla figurines, now do you."

"They're limited editions!" said Spencer automatically. "All three are different! And too cool to only choose one! You don't need a fondue pot," he added, inspecting one of the boxes Billy had snuck into the back of the car. "My dorm room isn't even going to have a stove."

"Fine, I'll sacrifice the fondue pot." Billy threw his arms up in an exaggerated display of capitulation. "But I'm not bending on the smoothie machine."

"Oh for crying out loud," muttered Spencer. "Whatever bro, just whatever. You're going to get sick of living in a shoebox-sized room in about a week anyway. You'll just be carting it all back here again as soon as you can manage."

"Says you." Billy pouted.

"I do say," replied Spencer. "I _know_ you."

"Then you should have known I'd be coming too and planned accordingly." Billy sank back into the car and pointedly gazed out the window in the opposite direction of Spencer.

"Ugh, he's crazy," muttered Spencer under his breath.

"What was that son?" asked Hugh, scratching his head. "Did you just say that you're…crazy?"

"No!" Spencer plastered a wide artificial smile across him face. "Of course not! What I said was, uh, that I'm crazy for _college_! Can't wait to get there! Let's get on the road!"

"Sure thing!" Luckily his dad's default setting was chipper. It was easy to distract him. Spencer and Hugh wedged themselves into the overly packed car and pulled onto the road.

* * *

"Um, so I guess this is my room," said Spencer, inspecting the name card taped on the door. He nervously looked inside. It appeared that his roommate had arrived before him, but wasn't currently occupying it. The bed on one side of the room already had sheets on it (crisp, white, institutional.) A single poster was taped on the wall of the periodic table of elements. There was a stack of books on one desk, next to a very large computer. "Maybe he's not done unpacking?" He said, surveying the sparseness of the room.

"Looks like a nerd," snorted Billy, floating around the room and making distasteful faces at the small handful of possessions left on display.

"Just be glad he's not a hoarder. Like some people," said Spencer. He started unpacking his own things. The once empty side of the room quickly turned into a cluttered mess.

"Here, I'll help," announced Billy. He pulled a permanent marker apparently out of nowhere and began drawing a line down the center of the room.

"Hey, stop!" cried Spencer. "What are you doing? You can't just draw on the floor! You're going to get me in trouble!"

"This is the bro line," said Billy. "Only bros on this side." He pointed towards Spencer's bed. "Chuckleheads over there." He pointed at the mysterious roommate's side. "Trust me, you'll thank me for this later."

"It doesn't work that way," sighed Spencer.

"Bro side," Billy just repeated with a serious nod.

"More like the nutso side," muttered Spencer. He finished unpacking though without arguing more with Billy. Not even when Billy insisted on hanging up a framed picture of himself right over Spencer's desk. Well, he didn't exactly argue. He did mumble, "Way to ensure I never get a girlfriend," but didn't outright stop Billy from putting it up.

"Stop complaining, bromeo, this is girlfriend _bait_," retorted Billy. He smiled at the picture and pretended to shoot at it with finger pistols. Spencer just shook his head.

"So we're all set. Wanna watch a movie while we wait for the missing roommate?" asked Spencer.

"Do I ever!" Billy floated down to rest next to Spencer on the bed. He'd pulled out his laptop and a binder full of DVDs.

"Let's watch _Going Ape_!"

"Let's not," said Spencer. "I was thinking more along the lines of _Revenge of The Witch with the Melted Face_."

Billy didn't outright object. He just wound all of his limbs around Spencer like a boa constrictor and buried his head in Spencer's shirt. "Tell me when it's over," he whimpered.

They compromised and watched a cheesy comedy. They'd both seem it before and took turns saying the lines before the actors. Billy started jumping up and down on the bed when one of his hit singles played in the background of a mall scene. Spencer was enjoying himself enough that he almost forgot how nervous he was about meeting his new roommate. About two thirds of the way through the movie the door creaked open.

Spencer paused the movie and sat up alertly, watching the opening door. A short guy in a white lab coat stepped inside. His glasses glinted theatrically from the fluorescent overhead.

"Wow, he walked right out of a stereotype." Billy was pointing and laughing. "Someone better call the nerd patrol."

Spencer jabbed Billy with his elbow.

"Hi!" he said, automatically acting overly friendly to counteract Billy's rudeness, even though there was no way his roommate possibly could have heard him. "I'm Spencer! Spencer Wright! Your, uh, new roomie!"

"Stephan," said the roommate. He didn't offer a last name.

"Hi Steven," said Spencer, holding out his hand.

"It's _Stephan_." Spencer's offered handshake went ignored.

"Oh, right. That's what I meant," said Spencer awkwardly. "Hi Stephan."

"It's _Stephan_," imitated Billy, prancing around the roommate mockingly. "That's Stephan with a '_phan_.' Full name, Stephan Von Stickupmyass. The third." He mimed pushing glasses up his nose and then made a face at Spencer.

Spencer glared at him and then counted to three in his head. He was determined not to react to Billy's antics. He wanted to make a good first impression seeing as he'd be stuck living with this guy for a year. That year could turn out to be hell if they got off on the wrong foot.

"We, um, I mean _I_ was watching a movie," Spencer finally said, once he was sure he wouldn't accidently laugh (because much as he wanted to disapprove, Billy was kind of cracking him up in spite of himself.) "I'm really into movies, you know. They're my thing. Want to join me?"

"No time, I'm very busy," said Stephan. He shuffled over to his own computer and turned his back to Spencer, furiously typing away. Spencer glanced in his direction, expecting to see a chat window up, or an email layout, considering all the typing. Instead the screen was completely blue and covered in rapidly moving letters and numbers. It made no sense at all to Spencer. He shrugged, brushing it off. Okay, so his roommate was apparently weird. Lots of people assumed that he himself was weird, so he wasn't going to stress about it.

Billy was less Zen about the situation.

"Wow, you got Nerdy McNerdster for your roomie," Billy snickered, settling down next to Spencer again. "Good thing you also got the coolest bromate in town to cancel out the deficit."

"Stop it," muttered Spencer. "Don't make this difficult. I want to get along with him." Spencer shut his eyes in frustration, realizing he'd already slipped up and 'talked to himself' in the roommate's presence. He'd meant to at least make it a few days before doing that, so he could make a decent impression before seeming too crazy. He'd hoped that if he could get Stephan to like him first he might be inclined to ignore him when he acted weird. So much for that. Spencer nervously looked over at his roommate's desk. There was no sign that Stephan had even heard him. He continued to type obsessively.

"Oh you stop it," Billy countered. "You know you'd be losing your mind right now without my hilarious commentary. Sorry bro, but that dude's creepy. You need me here."

Spencer just shrugged, but inside he secretly agreed with Billy.

* * *

Spencer had hoped that it had just been an awkward first meeting, and eventually his roommate would warm up to him, and maybe finally talk a little. His hopes did not pan out. As the days slid by, Stephan only became quieter and more absorbed in the various indecipherable projects he was always engaged in. The sparseness of his side of the room gradually declined, but instead of filling the empty space with normal things (entertainment equipment, CDs, dirty clothes, werewolf statues—okay so that last one was only normal for Spencer,) Stephan's side of the room became crowded with beakers filled with odd colored liquids, and various machines with blinking lights. Spencer and Billy nicknamed him "Mad Scientist Steve" (MSS for short) and Spencer stopped even trying to impress him with how "normal" he was. After several slip ups of talking to Billy in front of MSS, Spencer concluded that Stephan either didn't care that his roommate talked to himself, or was too distracted with his own projects to even notice. So Spencer went back to talking to Billy without care like usual, and was rather grateful for the company, because without Billy Spencer would have felt like he was actually living alone.

He also began filming Stephan. His roommate provided an almost endless stream of footage that was almost too perfect for a horror movie for Spencer to hope for. He would have felt bad about what he was doing, had he been sly about it, but he wasn't. He blatantly turned his camera on and zoomed in on his roommate in full view and Stephan never asked him to stop, so Spencer assumed he didn't care. He promised himself he'd get him to sign a model release form if he ever actually finished a movie using the footage, anyway.

Soon classes got intense and Spencer was more and more occupied with homework. He also made more and more new friends. Unlike with Stephan, Spencer was more careful about not talking to Billy in front of the other people at school. Billy didn't like this, but hey, what was Spencer supposed to do? He didn't have an endless supply of Billy gear to hand out to every person he met so they could all see him. He had to save that kind of thing for really important friends, and he still hadn't been at college long enough to sort out whom those people might be. And in the meantime he needed to be at least a little bit functional in society without seeming like he heard voices all the time.

"Bored," said Billy, floating around Spencer's head impatiently as he worked on an essay. "Boooorrrred. So. Bored. Dying. Dying of boredom."

"No you're not," muttered Spencer, trying to ignore him.

"Yes I am. Dying of boredom. Dyyyying. Fading away. This is bromicide!"

"You can't die of boredom, you're already—oh never mind." Spencer rolled his eyes and tossed a comic book to Billy.

"Already read that one." Billy threw it back, purposely smacking him in the head with it.

"So find a different one!" said Spencer. "Seriously, dude, I need to concentrate. This is important."

"What's it on?" asked Billy, still floating in and out of Spencer's way. "You should write your essay on me. I could tell you what to say. You'd be done in no time with a guaranteed A plus plus."

"Transitional film shots and how their technique enhances the emotional tone of the movie," said Spencer.

"Boring!" exclaimed Billy dramatically.

"No, it's not boring!" said Spencer in exasperation. "I'm really interested in this! This is relevant to my directing career!"

"You're already perfect at directing," muttered Billy. "Let's go out for ice cream. They have double chocolate peanut butter flavor in the cafeteria."

"Later," said Spencer, waving Billy away. "I need to finish this. It's due tomorrow. I still have five pages to write."

"You're killing me!" said Billy, marching out of the room by going straight through a wall. He popped his head back through to add, "You'll be sorry when I'm gone!"

"Yeah, yeah," mumbled Spencer, returning his attention to his computer screen. "I'm sure I will."

* * *

The truth is, Spencer _was_. Billy did not come back for three days. Spencer hadn't thought his friend had been serious, but when he didn't show up by dinnertime Spencer got a little worried. When the room was still devoid of glowing blue ectoplasm in the morning, Spencer got a lot worried. He kept reminding himself that Billy was just throwing a tantrum but at the back of his mind he kept worrying that maybe something had happened to him. Billy did have enemies, after all. Had he been captured? Did Sam Hoover or Madame X get him? Did something even more terrible that he couldn't even imagine happen? By the time Billy finally strolled back into the room at the end of the week, looking completely smug, Spencer was too relieved to stay mad at him. They went out for ice cream and Spencer apologized for ignoring him so much. Deep down he felt he shouldn't have to, he was at college after all, and Billy knew that his schoolwork was extremely important…but he was too glad to have his friend back to stop himself. He couldn't help feeling a bit sorry for his bro too; he knew it really must be painfully boring to be living in such a small space with your only companion swamped with work all the time. He was actually surprised that Billy had lasted there as long as he had already.

"Sorry bro," sighed Spencer. "I was a toolbag."

"The Cobra forgives you." Billy shoved a humongous spoonful of double chocolate peanut butter ice cream into his mouth. "I can't stay mad when you bribe me with such brolicious collateral."

Spencer smiled. Things almost felt back to normal for a moment. He'd really missed Billy. It was hard to believe he'd actually entertained the idea of leaving him behind when he came to college. He felt like he was losing his mind in only three days of solitude, it would have sucked big time to try lasting an entire school year without him. How did normal people manage, not having a best bro glued to their side 24/7? It seemed insufferably lonely. He and Billy had been together for years now, and they'd never gone this long apart before. It was weird.

"So," said Spencer, not sure what to say now that he'd apologized.

"Finish your stupid paper?" asked Billy good-naturedly.

"Yeah," said Spencer. "Already handed it in."

"Brodacious!" said Billy. "Let's go downtown! We can get you a rad new outfit and cruise for honeys!" He nudged Spencer suggestively. "Or find a party! I know there must be a sick shindig going down somewhere. I've always wanted to trash a frat house."

"Uh, dude, I can't," said Spencer. "I have another paper to write. And several projects. This—well this is college, you know? It has more work than high school. The assignments are just going to keep coming like this."

"You have _more_ work?" asked Billy in dismay.

"Well.._yes_," Spencer put his hands up in a helpless gesture. "You knew I would. It can't really be helped. I have to."

"Well, what're they on, I'll totally help you bro." Billy momentarily morphed into a caricature of a professor and stroked a blue goatee.

Spencer laughed, and then turned apologetic. "I don't think any of my topics were things you covered on tour."

Billy sighed. "I'm not digging this whole 'college' thing," he complained. "I don't know why everyone makes such a big deal about it. It's lametown."

"I'm learning a lot," explained Spencer. "And some of the people here are pretty cool."

"Not as cool as me," muttered Billy.

"Well, no," Spencer conceded. "You got me there." He watched Billy sulk into his ice cream and felt progressively guiltier for trapping him here. He finally came to a difficult decision.

"Do you want to go home?" asked Spencer after a long silence.

"With you?" asked Billy.

"No, not with me. I can't go home. But I could come visit a lot on weekends."

"_You're trying to ditch me?_" Billy looked horrified.

"No!" Spencer immediately backtracked. "No, of course not. It's just this isn't very fun for you. I thought maybe you'd be happier back home where you can chill in the mansion and use the pool and play video games all the time and stuff. That's all."

"And I'm supposed to play video games with _myself_?" asked Billy pointedly.

"Uh…" Spencer didn't have a good answer to that.

"No way dude. Not happening. I'm here for the long haul."

"I'm going to have a lot more work. All year. The next four years," Spencer reminded him.

"And what would you do if I left? You need a bro to keep an eye on you so your freaky roommate doesn't dissect you in your sleep."

Spencer raised an eyebrow at that. It wasn't something that had ever occurred to him. Now he had a fabulously unpleasant image to haunt him every time he caught a glance of Stephan. Thanks Billy.

"You didn't have a problem taking your chances with that the past three days," Spencer pointed out.

"I wasn't very far away," Billy replied vaguely. "I would have heard you screaming."

"Great," muttered Spencer. "Just _great_."

* * *

Billy's foreboding words were apparently prophetic. Not a week went by before Spencer was awoken in the middle of the night to the sound of _Billy_ screaming.

He almost brushed it off, assuming that Billy was having a nightmare about getting second place in an awards show or something. But he opened his eyes to check just in case.

He was not prepared for what he saw.

MSS was standing over his bed with a wide mouth jar and something that looked like a turkey baster. Billy was floating in midair above Spencer, thrashing and trying to get away as MSS attempted to siphon off some of his ectoplasm.

"Get him off me, get him off me!" shrieked Billy.

"Stop!" Spencer sat up like a shot, horrified. "What are you doing?!"

"Collecting a specimen," said MSS calmly. "Ectoplasm is very hard to come by."

"He's not a specimen!" Spencer smacked the turkey baster thingy out of Stephan's hand. "He's a person and—hey wait. You can see Billy?"

Billy zoomed away and planted himself behind Spencer, using him like a shield.

"But of course," said MSS with no inflection.

"How?" asked Spencer. His eyes darted across Stephan's body. It was very undecorated; Spencer was pretty sure that hideously unfashionable lab coat was not ever part of Billy's wardrobe.

"Simple." MSS taped on his glasses. "Ghost detection film—new invention. I made it the first week of school to apply to my lenses after observing your erratic behavior. After some careful psychological evaluation I ruled out dissociative identity or schizophrenia as the cause. I wrote an algorithm to analyze your bizarre tendencies and it calculated that the most probable scenario was that you were being haunted. I reacted accordingly."

"Oh you…noticed…that." Spencer felt mildly embarrassed, which was weird, because he knew he should still be feeling outrageously infuriated.

"I notice everything." There was a menacing vibe to Stephan's declaration.

"Uh…right. Okay then."

"I am going to proceed with my sample collection." MSS bent down and retrieved the thing that Spencer was beginning to suspect with more and more certainly wasn't just a device that looked like a turkey baster. It probably actually _was_ a turkey baster.

"No," said Spencer, throwing his arms out to guard Billy. "You are not going anywhere near him! Billy's not a sample! He's a _person_. You just admitted you can see him so you know that already!"

"Ex-person," corrected MSS dispassionately.

"YOU TAKE THAT BACK." Billy sprang out from behind Spencer and swung a fist at MSS. Stephan took the opportunity to grab a handful of glowing blue goo and carefully scrape it into his collection jar.

"Ah!" Billy shook his arm as if Spencer's roommate had given him cooties. "Stop it! This is a major violation, creepo! I just got molested by Nerdius Maximus!"

"Ectoplasm is an invaluable resource," said MSS, gazing into his jar attentively. He tapped on the glass and watched the luminescent contents quiver. "The applications to scientific advancement are _phenomenal_."

"I don't care if they're bronominal!" snapped Billy. "That's my body you're trying to harvest!"

"Tish tosh, I can make you a new one," said MSS with a flippant wave of his hand.

"Wait, what?" Billy and Spencer both snapped their gaze directly to MSS's deadpan expression.

"I said I can make you a new one," repeated Stephan.

"What, like, a new...ghost body?" asked Billy incredulously.

"Well, if that's what you would prefer," said MSS. "I was rather expecting you to desire one of the more carnal variety."

"Wait wait wait wait," said Billy, even more incredulously. "Stop the presses. I'm hearing you wrong. That sounded like you were trying to claim you could make me alive again."

"There is nothing wrong with your hearing," sniffed MSS.

Billy and Spencer exchanged a very skeptical glance.

"You're joking," accused Billy. "That's an uncool topic to josh about. Way, way uncool, dude."

"I never joke."

"Uh, sorry for being a doubter," Spencer put his hands up defensively, "but that's kinda a hard claim to believe."

"I would require a DNA sample," said MSS seriously, ticking it off on his fingers. "If you can provide that, I have the facilities to initiate a cloning sequence. It would be a small matter to fuse the disembodied consciousness with the new animated form. I've done it before: 68% success rate. I ask only to be allowed to collect a sufficient sampling of fresh ectoplasm before the transfer."

"If you can do all that…." asked Spencer, disbelievingly. "What the heck are you doing hanging around college freshmen? Shouldn't you be like…teaching the classes instead of going to school?"

"Witness protection program," said MSS darkly. "You don't want to know the details."

"Ah…okay…then…."

"Do we have an agreement?"

"Uh…."

Spencer and Billy exchanged another uncomfortable glance. Spencer could tell that Billy was really being tempted. He could also tell that Billy didn't really believe MSS any more than he did. His claims were just impossible…right?

"We need a few days to think it over," said Spencer finally. "No touching Billy or his ectoplasm in the meantime."

MSS just grunted and went back to the workstation that had formally been a college dorm bed. The jarful of meager ectoplasm sample was whisked away to some hidden stash.

"Creepy," mumbled Billy as the two of them cautiously went back to bed. "Creepy McCreepster over there."

"Super creepy," whispered Spencer back. "You were totally right, he needs supervision."

"He couldn't be telling the truth…right, bro?" There was a painfully hopeful tone to Billy's question.

"I don't know dude," Spencer mumbled back. "I really seriously don't know."

* * *

Spencer didn't sleep very well the next few nights. He was too worried that if he let his guard down, Billy would vanish in the middle of the night, having fallen victim to some bizarre experiment. Billy didn't sleep at all, for the same reason. But also in addition he couldn't stop thinking about Stephan's proposal.

_He could be alive again._

_With a real, solid body. One that was solid all the time, and not just when he concentrated really hard on keeping his shape together. _

_People would be able to see him again. _

_And hear him._

_Everyone, not just a handful._

_He could get his old life back. _

_He could get back everything._

_EVERYTHING._

Sure, he didn't really think that it would work. He was of the opinion that Mad Scientist Steve was, well, madder than a march hare. _But_. But could he really resist trying? If there was even the tiniest chance it might work? MSS had successfully invented a way to see him, hadn't he? He clearly wasn't completely lying about his scientific skill. Wasn't the potential reward greater than the risk?

Hey, what was the risk anyway? They'd forgotten to ask.

That...might be kind of a biggie.

He looked nervously at Spencer, who he knew was pretending to be asleep, but probably actually wasn't. He could always tell when Spencer was actually sleeping or not; he spent a lot of time observing him. Spencer was the one good thing about not having his old life anymore—although now he seemed to be getting offered a way to have _both_.

Surely that was too good to be true?

"Hey bro," Billy whispered, poking Spencer. Spencer's eyes immediately flicked open. He hadn't been asleep, of course.

"What?"

"I think...I think I want to try it." Billy didn't need to explain what 'it' was.

"Are you sure?" asked Spencer.

"I...think so?"

"Oh. O-okay." Spencer frowned.

"Don't try to look happy for me or anything," muttered Billy. "Here I was planning on giving you free backstage passes for life when it was over."

Spencer smiled weakly. "Sorry Billy," he mumbled. "It's not that—I mean, it's just...I'm concerned."

"Yeah."

"What if it doesn't work?" continued Spencer. "What if he kills you? I mean _kills_ you kills you. As in, you're not even a ghost anymore? What if he just sucks away all your ectoplasm until there's nothing left?"

"But what if it does work?" countered Billy.

"Is that really worth the gamble?"

If it were possible for an already washed out, translucent being to look paler than usual, Billy looked pale. "Maybe," he said unconfidently.

"It's not..." Spencer stalled, unsure whether he should finish saying what he was thinking. He decided that if there was ever a time for complete honesty, now was probably it. "I'm not sure the risk is worth it to me," he confessed.

"You're not the one stuck as a ghost," said Billy.

"I know."

"I really really miss not being a ghost," said Billy.

"Yeah, I know, I can tell," said Spencer.

"Think how much fun we could have together if I wasn't a ghost anymore."

_Think how depressed I'll be if you vanish_. Spencer didn't voice that thought aloud, it wasn't fair to hold Billy back for his own selfish reasons. "It would be pretty rad, bro," he said instead.

"Yeah, I think I'm going to go for it," said Billy, attempting confidence in the declaration.

"Okay," said Spencer, also trying to muster some forced cheerfulness. "We'll visit mom and dad this weekend and see if we can dig up some DNA."

"This'll be great," repeated Billy, clearly trying to convince himself as much as Spencer.

"Yeah." Spencer gave him a thumbs up in the darkness. "I'm excited for you, man."

* * *

Finding some of Billy's DNA was even easier than Spencer had expected. Nothing of the deceased pop star's belongings had been removed from the estate before The Wrights moved in. And Mr. and Mrs. Wright were not exactly cleaning freaks; opting to just shove anything they weren't interested in into closets rather than systematically purging the excess. In very little time Spencer managed to locate an old toothbrush, several hairbrushes, and a bloodstained sombrero. Billy insisted that Spencer did not want to hear the story behind the bloodstains.

They gathered the loot up and brought it back to Stephan. He inspected the items, and chose one of the hairbrushes: using tweezers to carefully remove several jet-black hairs from where they'd been enmeshed in nylon bristles. He dropped the hairs into a flask and covered it.

"This should be sufficient," he said simply.

"Now what?" said Billy anxiously. "When do you do the uh..._operation_?"

Stephan held up a hand. "Patience. I cannot produce a fully-grown clone overnight. I will need time to properly cultivate the corporeal receptacle."

Spencer really did not like the sound of the word "receptacle" coming from MSS. It sounded way too much like a line of dialogue he'd himself written in a script several years ago. Not one of his better scripts, if he were honest.

Stephan looked at his watch. It was one of those really complicated watches that had about a million additional features aside from telling time. "I predict I could have it ready after winter break," he concluded.

"Well, that's not that far off," said Spencer.

"Okay dude," said Billy holding out his hand to Stephan. "We're going to do this."

Stephan took Billy's hand and shook it with unnecessary vigor, squeezing a little too firmly as he slid his fingers off. A very noticeable trail of ectoplasm remained in his grip as he extracted his hand. He shuffled off, allegedly to deposit his winnings in the glowing collection jar.

"I wish I had a better feeling about this," muttered Spencer, turning to give Billy a concerned look.

"No kidding duder," said Billy.

* * *

The winter holidays came fast. The second half of fall semester hadn't been much different than the first, aside from the overhanging atmosphere of excitement mixed with dread. Spencer still didn't sleep all that great, because Stephan had been promised his owed ectoplasm at the time of the procedure, but he didn't really trust his roommate not to try to collect early. In spite of his chronic sleep deprivation though, Spencer did fairly well in his classes and managed to keep up with all of his assignments. He even managed to fit in some socializing and parties, although he was finding he had less of a desire to hang out with people other than Billy since after what they now secretly referred to as "The psycho kleptomaniac nerd incident."

What if the procedure did go horribly horribly wrong? What if Spencer only had a finite number of hours left to spend with his best friend? Were that the case, he didn't want to waste even a minute of that limited time. Billy and Spencer became even more inseparable than they had been before.

In what felt like no time at all they found themselves anxiously standing (or floating as the case may be) in Stephan's half of the room, waiting for an answer.

"It is ready," said Stephan shortly.

"It? Is that really an appropriate pronoun?" Complained Billy. "That's _me_ you're talking about there. Of course, I'm not _in_ 'me' yet, so maybe it really is an 'it,' and not a 'me'…. It's kinda trippy, you know dude?" He was nervously babbling.

"The receptacle is complete," corrected MSS.

"I'm not really comfortable with that noun either," Billy continued to complain. But they followed Stephan out of the dorm and down into the basement of the science department without further objection.

Spencer looked around, confused at their surroundings. The room was mostly filled with rolling metal racks filled with dingy old textbooks. There were a lot of boxes full of empty beakers and broken microscopes. He definitely couldn't make out any sign of a frankenbilly.

Stephan pulled out a key and shoved one of the rolling racks away from an unmarked door. It cracked open to reveal an eerie glow emanating from the middle of a darkened room. He then pressed a switch and fluorescent lighting flickered on, bathing the small room in a harsh white glare. There was a large tank in one corner, filled with a watery pink jelly-like substance, but otherwise empty. A stainless steel table spanned the middle of the room. There was a complicated machine sitting next to it, with whirling dials and lit up toggles. A tube spilled out of the machine and disappeared under a white sheet that was obscuring a large form on the table.

"I should have brought my video camera," mumbled Spencer under his breath.

"Dude, have some respect, bro!" mumbled Billy back. "This is kinda personal."

"This looks kinda dangerous, if you ask me," replied Spencer. He was gripped with the sudden urge to grab Billy and beg him to change his mind and not go through with it. MSS's glasses were doing that creepy glinting thing again that reminded him of super-villains. It was probably just the whirling dial of the strange machine reflecting off them, but it still gave Spencer the heebie jeebies.

Stephan strode over to the table and folded the sheet back.

"Wow it looks just like wax Billy," said Spencer without even stopping to think.

"It looks just like _real_ Billy," corrected Billy. "Holy brotato, he actually did it. That's totally _me_."

"It is you," said Stephan in a matter of fact voice.

Billy tentatively floated over to the table. He reached out and tried to poke at himself. His finger slid right through the unresponsive body just as if it were any other object. He was able to pull his hand right back out again with no resistance. "This brings back baaaaaad memories," he muttered, voice so low Spencer almost didn't hear him. He poked several more times with the same results.

"So what now?" Billy asked. "I don't seem to be sticking. I mean, I guess I could just possess it, but that's not really the same as actually _being_ it, if you know what I mean."

"Of course not," replied MSS. "Your incorporeal essence must be processed through this ectenic force distilling apparatus," explained the (almost certainly mad) scientist of a roommate, thumping his hand against the nefarious looking machine.

"Excuse me?" Spencer's voice accidently cracked, he was so alarmed. "Did you just say you're going to '_process_' Billy?"

"There are unfortunate connotations to my choice in vocabulary, but alas, the description was accurate."

"No way. Billy, I'm vetoing this. I'm not letting you get turned into an ectoplasm milkshake. Not happening." He grabbed at Billy's wrist, and for a moment he got a good grip. But when he tried to yank his friend away the wrist dissolved through his grip and Billy remained standing next to the table.

"Billy!" he said more urgently. "You're not seriously going to let him do that to you are you?"

Billy didn't respond. His eyes were still transfixed on his seemingly lifeless clone. There was a weird twisted half smile to his mouth. "I almost forgot how good looking I was," he said to himself.

"Of course you didn't!" exclaimed Spencer, trying to grab him again with no more success. "You sleep under a blanket with your own face printed on it! You wouldn't forget in a hundred years. Lets get out of here."

"No," said Billy stubbornly.

"Billy!" implored Spencer.

"_Spencer_," hissed Billy.

That stopped Spencer in his tracks. He couldn't even remember the last time Billy had actually used his real name. He almost only ever addressed Spencer with various incarnations of "dude" and "bro-isms." The overly familiar name sounded weird and foreign in his best friend's voice.

They engaged in a silent standstill for several moments.

"I don't have all day," muttered Mad Scientist Steve.

"See, now he's going to be rushing when he does it," complained Spencer. "This seriously isn't safe, dude." He turned to MSS. "Do you have like, a safety contract or something we could make you sign?"

"I make no guarantees," replied MSS. "My techniques are not sanctioned by enforceable law."

"This is such a bad idea!" he practically yelled at Billy. "Do you know how many movies like this I've watched, bro? A helluva lot! And not a single one of them ends well. Not a _single_ one!"

"None of the movies you watch end well," Billy pointed out calmly. "If they did you wouldn't watch them."

"That's besides the point!"

"Oh." Billy suddenly turned thoughtful. He finally ripped his gaze away from his waiting body and looked Spencer in the eye. "Your movies."

"What about my movies?"

"If I stop being a ghost, who'll help you with your special effects?"

"_That's_ what you're finally worried about?" asked Spencer incredulously. "Seriously? You don't even blink when the mad scientist mentions treating you like ground hamburger, but you're worried about my movie career?"

Stephan coughed at the rude description of him, but Spencer and Billy ignored him.

"I'm not worried about the machine," said Billy. "I'm not very destructible in this form. But my help with your movies is sort of what gives them their edge. You've got to admit that, bro."

"I'm perfectly competent enough to make awesome movies without supernatural assistance!" Spencer crossed his arms. "Jesus, here I am panicking over your wellbeing, and you find the time to insult my talent. Why am I even bothering?"

"I'm not insulting your talent!" retorted Billy. "I was trying for once to think of someone other than myself! Why am _I_ even bothering?!"

"So don't bother," snapped Spencer. "Turn yourself into a Billy smoothie for all I care!"

"I will!" yelled Billy back at him. He briskly spun around and held out his wrists towards Stephan. "Okay chief. Do your thing."

In what seemed like a second (a very long, dramatic second,) Stephan whipped out a device that looked an awful lot like Sam Hoover's ghost containment system.

"Billy, no!" screamed Spencer in utter panic. _It had been a trick_, his mind raced. _All of this had just been an elaborate trick—_

Stephan sucked Billy into the gun and then turned around and inserted the tip of the ghost catcher into the machine. He pulled the trigger again, injecting Billy into the whirling device.

Spencer screamed again. He couldn't help it, he was absolutely certain he was watching Billy die in the most horrible way possible.

He couldn't look.

He couldn't _not_ look.

He clamped his hand over his eyes, only to crack his fingers apart and peer through the gap. The contents of the machine were a glowing blue blur.

_WhyDidILetHimDoItWhyDidn'tIStopHimWhyIsThisHappeningThisCan'tBeHappeningI'llNeverForgiveMyself—_

Stephan pressed on a switch on the machine. A bag hanging out of the side began to inflate with ectoplasm.

_He's like a ghost vampire_, thought Spencer, glaring darkly at his roommate. _He goes around sucking the life force out of ghosts. I'll never forgive him._

The fact that that might make an excellent movie premise never even crossed Spencer's mind spoke volumes for how upset he was.

Stephan pressed a button and the machine stopped blinking and spinning. As the whirling slowed to a standstill it revealed that its internal contents were empty; all that Spencer could see remaining of Billy was the bag of blue sludge clipped to the side.

He walked over to the table, filled with dread. Billy's body was still completely motionless. Or at least, visibly motionless. Spencer gingerly rested his hand on the exposed chest and felt the slightest movement of breathing. It might have been doing that all along, though. There was no indication of consciousness.

"Bro?" he asked. The utter hopelessness in his voice was apparent even to himself.

Spencer got no reaction. He felt his own chest tightening up. He was pretty sure he was going to cry, which was something he hadn't done since his pet hamster had died in second grade; he'd promised himself back then he never would again. His steady diet of horror movies had initially started as a way to toughen himself up, before he'd gotten genuinely addicted to them.

He scrunched his eyes shut, trying to keep the meltdown he felt coming on in check.

_The people who freak out are never the ones that live through to the end of the movie_, he reminded himself. _I can't cry in front of my evil roommate. He just slaughtered my best bro for the sake of a bag full of cosmic goo. I can't let him get away with that. I can't call the police. Just stay calm. Breathe and pretend you're okay. I have to get through this so I can avenge Billy_.

Reminding himself to 'stay calm' just brought on a mental image of Billy doing one of his ridiculous meditation routines, and the memory was too much for him to handle. He felt his fingers grow wet as he ground them against his eyes. The other hand, still resting on Billy began to tremble.

Spencer jumped as he felt fingers close around his shaking hand.

"I'm so hot even you can't keep your mitts off me, eh brojangles?"


	2. Time Bomb

Spencer's eyes snapped open to find Billy grinning widely at him.

"Billy?" he asked, afraid for a moment that he was simply hallucinating. "It...it actually _worked_?" He glanced at Billy and then at Stephan. Then back to Billy. No way.

Billy slowly sat up and rubbed his head. "Dude, I feel helluva weird," he said. He let go of Spencer's hand to hold both of his own hands up in front of his face, staring at them in wonder. "This is _awesome_."

"You're...okay?" asked Spencer, still afraid to completely let his guard down. He'd just had such a solidly strong bad feeling about the whole thing. He was sure as soon as he relaxed the other shoe would drop and some horror movie-esque plot twist would be revealed. "You're really totally okay?"

"I think so." Billy was distractedly poking at his own arm and grinning every time his finger hit unyielding flesh. "Oh man. The Cobra is back in business!"

"Wow. Okay, so, wow," said Spencer, shaking his head. "I really didn't expect that to actually work. But wow, I guess this _is_ pretty awesome."

"As predicted, the procedure has been a one hundred percent success." Stephan wasn't even bothering to look at them; his attention was fully occupied by the bag of ectoplasm, which he was lovingly cradling.

"Well good," said Spencer. "Er, now what?"

"Now _everything_!" exclaimed Billy excitedly. "I'm gonna do all the stuff I haven't been able to do for years! This is gonna be radtastic! I think I'll start by eating a bathtub full of peanut butter!"

"You did that all the time when you were a ghost," said Spencer. "Besides, I don't think that's a great idea if you plan on staying not as a ghost, you know?"

"Oh." Billy's grin melted a little. "Good point, bro. Hmm."

"Let's go watch a movie then," said Billy.

"You want to watch a movie?" asked Spencer in surprise. "But that's also something you could still do as a ghost. Don't you want to call up your agent and get your music career rolling again?"

"Well duh," said Billy. "Of course I'm going to do that, Bromigo. But that's going to make me really busy. I figured I'd chill here incognito for a bit first. Fame can wait."

"Stephan!" said Spencer in alarm. "You messed up! It wasn't a success! You scrambled his mind!"

"I most certainly did _not_," said Stephan indignantly.

Billy just started laughing. "Spencebro, your face is mucho hilarious right now. This is such a trip. Let's go play laser tag, how 'bout that?"

"Laser tag." Spencer just repeated. He was too overwhelmed to even know what to think.

"Yeah bro!" said Billy enthusiastically. "That's something I really couldn't do as a ghost, right? Doesn't work all that well when the light just shoots right though you." He mimed shooting at Spencer with his index fingers. "I used to get jealous when you'd go play with Rajeev. It's totally my turn now, let's go!" Billy jumped off the table, and the sheet that had still partially been covering him dropped to the floor.

Spencer stared at Billy wide-eyed for a second and then quickly averted his face.

"Uh, bro..." he said.

"What?" asked Billy obliviously.

"_Clothes._" said Spencer.

Billy looked down at himself and stared unblinkingly for a moment. "Huh, yeah. I guess I'll need some of those before we can play laser tag."

"You think?" muttered Spencer. He sighed. "Wrap up in the sheet. You can borrow some of mine. They might be a bit short on you, but I grew a bit junior year, so I think they'll mostly fit."

"No way brosé!" Billy stared at Spencer in horror. "I wouldn't be caught dead in your fashion-defunct duds! Literally! I _was_ dead and still managed to dress better than you! I'm better off naked."

"No," said Spencer. "No, you really aren't. You'll probably get arrested if you go streaking around like that."

"Hm, I guess that's one way to get back in the media," laughed Billy.

"Look, just do it for an hour or two. Then we can buy you something else to wear."

"SHOPPING!" Billy clapped his hands in excitement. "Oh hell yeah, that's exactly what I want to do! I haven't had a wardrobe makeover since I got all ghostified! That's got to be like, a federal offense or something. Let's go shopping!"

"Yeah," sighed Spencer. He hated shopping. Unless a costume store was having a sale and he could score some awesome props on the cheap. "Let's...go shopping."

"Sweeeet!" Billy wound the sheet around him and sprinted out of the room. Spencer had to run to catch up.

* * *

"How exactly are you planning to pay for all this?" Spencer observed Billy's massive armful of designer clothes in dismay.

"Dude, your parents gave you a credit card, didn't they?"

"Yeah," said Spencer. "To only be used for _emergencies_."

"This is definitely an emergency." Billy dumped the clothes on the checkout counter and held out a hand expectantly for the credit card. "Emergencies don't get more urgent than this. We're talking a five-alarm fashion disaster here. Totally legit."

"My parents aren't going to agree," said Spencer crossing his arms.

"Hey, they inherited all my money, didn't they?" pointed out Billy. "That credit card is already practically mine. I'm being generous here by asking first."

Spencer frowned. Billy did kind of have a point.

"This is going to be hard to explain to them."

"I'll do the talking. That's a promise, bro."

"Fine, whatever." Spencer handed him his wallet. "If they freak out it's all on you."

"Oh they'll freak out all right," snickered Billy. "When they see how _fabulous_ I look." He handed the card to the checkout lady and bounced excitedly as he watched her fold the dozens of items into shopping bags with expensive logos.

"Okay, so let's go drop this off in my room," said Spencer, picking up some of Billy's bags. "Then we can maybe grab some lunch before hitting the laser tag?"

"Yes to lunch," replied Billy, picking up the remaining shopping bags and piling them into Spencer's already full arms. "No to the drop off. We're not done here yet."

"What? No, you're kidding." Spencer narrowed his eyes.

"As if," said Billy happily. "This was just one boutique. There's a whole mall full of stores I've never even set foot in before! I can't be up to date on the most essential fashion trends based off a single store! What would the tabloids think?"

"If the tabloids even knew you were around right now, I don't think your wardrobe would be their main story priority."

"Can't take any chances!" Billy strode off without giving Spencer a backward glance. "You know what I haven't gotten to do in forever?" He continued as he made a beeline for another very expensive looking (and pretty much identical to the previous) boutique. "A mani-pedi! Let's get one!"

"No," said Spencer, trudging after his enthusiastic comrade. "No, we are _definitely not_ doing that. No. No. No. No."

* * *

"Feather or no feather?" asked Billy. He was standing in front of Spencer's mirror trying on the various hats he'd picked up during his shopping spree.

"I don't know," sighed Spencer. He was too exhausted to even think straight. They had finally made it to the laser tag arena. But only after a good six hours of him lugging around increasingly heavier and heavier shopping bags while Billy tried on increasingly more flamboyant "outfits" (Spencer was of the opinion that it would have been more accurate to label them "costumes" but Billy insisted they qualified as daily wear.) "I really don't care, bro. I'm beat. I don't even know why you're getting dressed up now. I'm ready for bed. It's late."

"The night doesn't even get started until after eleven," said Billy, disappointment evident in his voice. "I thought we could go clubbing."

"No. Way."

"Tomorrow?" asked Billy hopefully.

"I don't know, man," said Spencer tiredly. "We'll see."

"You haven't really lived until you've hit the clubs with the Cobra."

"I'm sure it's...a unique experience," Spencer agreed.

"Oh man, I can think of so many fun things we can do tomorrow," continued Billy. "I should make a list."

"Hold your horses, let's focus on the present, okay?" said Spencer. "We need to first figure out what to do with you tonight."

"What to 'do' with me?" Billy raised an eyebrow. "Well that sounds interesting. I definitely have some suggestions."

"What? No. I mean where to put you—"

"That sounds even more interesting," interrupted Billy.

"Billy, stop. Just stop. I'm trying to be serious here."

"Yeah, I don't know why you're so determined to rain on the parade, brosideon," said Billy. "Lighten up. This has been the best. Day. Ever. Hey that reminds me of a song—"

Spencer stopped him before he could start singing. "We need to figure out where you're going to stay!"

That certainly drained the good humor from Billy's features. "What? I'm staying here of course," he said. "With you. Duh." He plopped himself down next to Spencer on his bed.

"That worked a lot better when you were a ghost and didn't take up floor space!" said Spencer. "This room isn't meant to have three full sized people living in it."

"We're all fitting in here just fine right now," said Billy, still frowning. He glanced across the room were MSS was tensely bent over his computer, completely ignoring them.

"I've only got one bed though," said Spencer, frowning himself as he surveyed the compactness of their tiny dorm room. "You can't just float over top of it anymore. And we don't even have the floor space for an air mattress."

"Eh, so?" said Billy.

"Well, I'm not very keen on sleeping on the floor," said Spencer. "This is _my_ room, you know."

"Duh," said Billy. "When did I ask you to?"

"Well, don't blame me for assuming, but I'm finding it very hard to picture Mr. luxury-loving pop star volunteering to sleep on the floor instead." said Spencer.

"Hell would freeze over first," agreed Billy with a nod. "Do you know what that does to your back? It would cost a fortune in chiropractors, bro."

"Wait, you're not suggesting that we share it, are you?" asked Spencer. He would have been shocked, but he was actually too tired to muster that much of a reaction to anything at this point.

"Why the hell not?" said Billy. "You've always shared everything else with me."

Spencer glanced uncomfortably at MSS, wondering how much he was listening to them. He seemed to be purposefully ignoring them. His interest in Spencer and Billy seemed to have been solely focused on the acquirement of ectoplasm, and now that he'd obtained it, was going back to pretending they did not exist. "Yeah, when you were a ghost," whispered Spencer. "That was different."

"Not that different." Billy rolled his eyes. "I could still touch stuff you know."

Spencer involuntarily reddened, wondering just exactly what Billy might have been touching without him noticing. "It was different!" he insisted. "It was most definitely different. Besides," he added. "This bed is a twin."

"Yeah, that's not ideal." Billy shrugged. "But I still don't see the problem. You know, there are people who would pay good money to be in your position right now." He raised his eyebrows suggestively and grinned. Spencer flinched at the word 'position' and accompanying wink, trying not to let his mind wander where Billy seemed to be leading. Why was Billy sitting so close to him on the bed, anyway? That shouldn't be making him feel as weird as it was.

"Then maybe you should move into one of their dorm rooms! This bed is way too tiny," Spencer just stubbornly insisted.

"Dude, are you calling me fat?" exclaimed Billy. "Because you don't exactly take up a lot of space, you know." He gestured at Spencer's wiry frame.

"Obviously not." Spencer sighed in exasperation and gave another nervous glance towards his roommate, who was still very pointedly ignoring them. His strong objection to the suggestion stemmed more from the fact that _dude_, he has a roommate. A creeper of a roommate no less. It would look super weird if two guys were cramming themselves into a tiny bed in front of a voyeur. Super duper weird. He was used to stuff involving Billy being weird, but Stephan wasn't. He might start telling people things. He might start making assumptions and telling people things that weren't even accurate. Spencer could end up with a super freaky reputation before the first school year was even over. That certainly wouldn't be good for his directing career.

On the other hand, he had plenty of dirt on his roommate too. He probably wouldn't want to risk crossing Spencer by starting a rumor war...right?

It's not as if he wanted to banish Billy from his room, either...

He looked from MSS back to Billy. Billy was making ridiculous Bambi eyes at him in that way that Spencer had always assumed stemmed from his ghost powers. No, apparently making his eyes freakishly big and wobbly was just a natural Billy talent. He probably shouldn't be surprised.

Spencer glanced back to the roommate and then again to Billy.

He smacked his hand over his eyes as the teary Bambi face was just too over-the-top for him to deal with. "Fine," he mumbled at Billy. "Fine. You can stay here. Just don't do anything weird. You _will_ end up on the floor if you do."

"I knew I could count on you, brotein shake." Billy grinned and flung his arms around Spencer in a crushing hug. Spencer stiffened; he could feel his cheeks burning worse than before. Being hugged by a solid and very much alive Billy felt more than a little bit weird. Billy had hugged him all the time as a ghost, but that contact had felt cool, and vaguely sticky. It hadn't made Spencer self-conscious because no one could usually see, and he hadn't put too much thought into it because Billy had hardly anyone else to interact with. Getting ghost hugs from Billy had just seemed like an obvious default. But now Billy's affections were very visible and very solid and very warm, and felt...well there was an almost dangerous quality to it. Spencer had a nagging suspicion that he was digging himself into a possibly regrettable hole as he cautiously returned the hug.

"Oh!" exclaimed Billy as he pulled back. "We forgot to buy me pajamas." He shrugged. "Oh well, I guess I'll just sleep—"

"You're borrowing some," said Spencer before Billy could finish. "If you want to set foot anywhere near my bed it will be fully clothed."

"Man, since when are you such an enthusiast for rules?" complained Billy. He accepted the old t-shirt and shorts Spencer handed him though without further objection and obediently changed into them. "Slumber par-tay!" He said, happily bouncing into the bed.

"Just slumber, no party," mumbled Spencer, getting in after him. "I have class tomorrow, you know."

* * *

The first night, Billy actually complied with Spencer's demands, and stayed very neatly wedged on his side of the bed. The fit was tight, but not too bad. Spencer decided he didn't mind so much. It was kind of nice to wake up and see Billy first thing after having gone through the harrowing experience of thinking he'd lost him forever. He wasn't about to admit it aloud, but he didn't want Billy to get very far out of his sight any time soon. He felt slightly traumatized.

The second night, Billy was a little less rigorous in maintaining his boundaries. Spencer awoke to find himself scrunched very close to the edge with Billy taking up two thirds of the space.

The third night, Billy apparently forgot what the word "boundaries" meant and Spencer woke up with an elbow in his face and Billy snoring directly into his ear. He tried to shove him over again but Billy was out like a lump of lead. Spencer resolved to complain about it the next day.

He never got around to it. Several nights somehow managed to slip by wherein Billy managed to become increasingly more invasive in his sleeping habits yet Spencer never quite managed to find it in him to banish him to the floor. Every time he tried to gather up the will to do so, he felt too guilty, remembering the fact that it had been several years since Billy had gotten to actually sleep in a real bed as a normal person. Being a ghost must have been rough. Billy deserved at least a little time catching up for all that, right? He'd put his foot down in a few days, after Billy adjusted more. That's what he kept telling himself, anyway.

Besides, he was having an awful lot of fun doing stuff with Billy in between his classes and homework. It never felt like the right time to complain.

He kept asking Billy when he was going to let the world know he was back, and reboot his music career. Billy would always just laugh and say, "Tomorrow maybe, you can't rush genius," but always seemed to conveniently forget to actually make the phone call. Spencer was secretly glad.

A few weeks in though, Spencer knew he was finally going to have to say _something_. He was no longer waking up to Billy's sprawling limbs haphazardly taking up space. He was instead waking up with increasing frequency to find Billy's limbs very deliberately tangled around _him_. He could no longer make excuses to brush it off. This wasn't an accident; Billy was putting the moves on him. And had been, with little subtlety for a while. And he, Spencer, had been letting him get away with it for some inexplicable reason. It really needed to stop.

Billy was still asleep though. He'd just...he'd just wait for him to wake up. Getting hugged by Billy was after all a lot more comfortable than having his elbow in your face.

_No_, Spencer reprimanded himself. _Dude, what is wrong with you. This needs to stop. It needs to stop now. This is so super weird I don't even want to know what people would think._

"Bro," he whispered, poking Billy. "Dude, wake up."

"No," mumbled Billy, hugging Spencer tighter.

"Seriously, bro." Spencer poked him again. "Cut it out. What do you think you're doing?"

"Sleeping," mumbled Billy. He didn't react further.

"You're majorly invading my space here," whispered Spencer. "You're crossing the line."

"Nah," said Billy, refusing to open his eyes. He pointed vaguely at the floor. "The line's way over there. I'm well on the bro side. It's good."

"No," hissed Spencer, trying to keep his voice as inaudible as possible. He really, really did not want to wake his roommate up. "You are so far over the bro line right now, it's not even funny."

"Staying inside the lines was never really my thing." Billy's eyes were open now and boring into Spencer's with far too much intensity for someone who'd been asleep just a few seconds ago. With those dark ruminating eyes trained on him, Spencer suddenly got an inkling of why Billy was just so obsessively adored by his fans. He tried to squash the thought down. It freaked him out.

"Yeah...but..." Spencer was having trouble thinking coherently. Billy had slipped one of his hands under Spencer's shirt and was doing things that felt way better than Spencer wanted to admit. He grabbed his hand to still it but didn't follow through with actually pulling it off. "You can't...um...you can't keep acting like we're, you know..." he dropped his whisper even lower, "...a couple. We're not a couple. We're bros."

"We could be both," whispered Billy back. "Dude, I thought we already _were_ both."

"Wh—what?"

"Are you breaking up with me?" asked Billy urgently.

"What?" said Spencer, louder than he intended to. "Billy, I can't break up with you, we were never going out."

"That's not the impression I was under," mumbled Billy. "I thought we'd been a thing for years."

"Well...yeah...but…not _that_ kind of thing," stuttered Spencer.

"I thought the only thing stopping us was that I was a ghost," continued Billy. "I'm not a ghost anymore."

"That's...obvious."

Billy rolled so that he was flush on top of Spencer and Spencer was suddenly far too aware of just how not-ghost-like Billy was now. He was warm and heavy and if Spencer had had any question as to whether or not Billy's new body was fully functional, those doubts were very effectively erased. Billy was definitely functional—and apparently very interested in Spencer.

"I don't want you to break up with me," whined Billy.

"Wait...calm down...I didn't say...um." Spencer felt his cheeks heating up. He was having an even harder time ordering his thoughts now. He was noticing that his own body was apparently fairly interested in Billy back, and the unexpectedness of that was a little bit disturbing, and not something he really wanted to have to deal with right away, but he was going to have to deal with it like, _right now_, because, hello, there was no way Billy wasn't going to notice with the way they were currently pressed together. He squirmed and the friction only worsened his problem. "I didn't say I was breaking up with you," he whispered.

"Awesomesauce." With no warning at all Billy leaned down and kissed him.

Spencer went completely rigid, his already overloaded mind now caught between the rational part which was going: _this is a terrible idea, what are we doing, we really should stop, holy crap I have a roommate and he's in the frickin' room –right now–,_ and the less rational side which was countering with: _Hot damn, this feels amazing, why weren't we doing this all along?_

Since he couldn't seem to reach an internal decision, Spencer just went with it and let Billy kiss him. Without really intending to he even found himself kissing back. And when he noticed that at some point his own hands had managed to knot themselves into the back of Billy's shirt without him consciously meaning to, and that the kissing was definitely heating up—like, woah, it was _really_ heating up—he finally forced himself to push Billy back.

"No," gasped Spencer.

"What?" Billy didn't seem to understand why Spencer was stopping him.

"No, we can't," whispered Spencer.

"Why not?" asked Billy. "I don't see any reason why not. Unless—" Sudden panic flashed across his face. "You _are_ breaking up with me?"

"No, no," said Spencer quickly. "No, I mean we can't do this right now. Or right here."

"Sure we can." Billy's hand began to wander again and it took a lot of Spencer's self control to still it. Billy pouted as he was thwarted.

"No, we can't! I have a roommate! He's in the room!" Spencer whispered urgently. "This is totally messed up."

"Dude, I so don't care about that," Billy whispered back. "He's not paying attention to us, anyway."

"I think he's paying a lot more attention than you think he is," said Spencer. "He notices everything."

"Then we'd better give him a good show," grinned Billy. "Good thing I'm a professional performer—"

"Ew, absolutely not!" Spencer shoved Billy the rest of the way off. "What is wrong with you?"

"What's wrong with me?" Billy snorted. "What's wrong with me bro, is that I've had to wait for years to do this with you and I didn't really think I was ever going to actually get the chance and now that I have it I'd rather go the rest of my life eating nothing but _chunky_ peanut butter than wait another goddamned second."

Spencer was taken aback by the forcefulness of Billy's reply. "Really?" he asked in surprise.

"_Yes_," whispered Billy. "Geeze, Spence, I thought you knew that already."

Spencer frowned. In hindsight, he guessed it wasn't actually all that surprising. He could see it now. But he hadn't especially wanted to see it before, so he'd ignored the signs.

"Yeah, I guess I did," Spencer admitted.

"So don't torture me, broski!"

Spencer didn't immediately reply. He'd be lying if he told himself that he didn't want to keep making out with Billy. The more he thought about it the more he decided that he'd liked it. He'd liked it quite a lot more than he would have expected and wanted to explore it further. He just couldn't deal with Stephan being in the room.

"Not now, not here," he firmly repeated.

"But yes to somewhere else later?"

"Ye-yeah." Spencer felt weird officially agreeing. This was definitely not the direction he'd intended things to go in when he'd woken Billy up.

"Rad," said Billy, jumping out of bed.

"What are you doing?" whispered Spencer.

"It's later," said Billy. "We're going somewhere else."

"What time is it even?" asked Spencer. He looked towards the window. It was pitch black and showed no trace of morning light.

"Who cares?" said Billy. "It's late enough that there won't be a lot of people around pretty much anywhere. Get your brohind out of bed."

Spencer hesitated a moment and then threw the covers off. "Okay," he agreed. "Okay, sure. Fine." He blindly grasped around on the floor until he found some discarded clothes and changed out of his pajamas.

They both tiptoed out of the room and once the door was shut took off running down the hallway. Billy banged into Spencer as he abruptly stopped in front of the dorm's common room.

"This is more public than your room," Billy honestly admitted as they inspected their destination. No one was currently in there, but there was also nothing to stop anyone from barging in at anytime.

"I think everyone's asleep," said Spencer optimistically. "What's important is that Mad Scientist Steve isn't in here."

"Word."

Billy didn't wait for Spencer to change his mind about the acceptability of their surroundings. He pushed Spencer onto one of the stiff industrial college couches and jumped on top of him. Spencer grabbed his shirt and yanked him down so that he could meet his mouth and start kissing him first.

_Damn, we really should have been doing this sooner_, thought Spencer as Billy slipped him some tongue and slid it skillfully against his own in a way that made his stomach flip. _We really, really should have been doing this sooner. _

Billy's hands were all over him, and it was disconcerting because even after a few weeks Spencer really hadn't gotten completely used to Billy being quite so solid. The lingering expectation that Billy's touch should be otherworldly but instead being met with fingers that were firm and heated only intensified the building feeling of urgency that he felt as they glided across his skin. The more Billy touched him the more he liked it, and the more he wanted it never to stop, and the more a nagging worry in a deeply buried corner of his mind kept insisting that this isn't the way things were supposed to be and it couldn't possibly last. So he pushed back that apprehension by pulling himself against Billy and Billy's hands (which were awesome by the way, he'd never appreciated them before, but damn, all that guitar playing really must have been good for something,) and lost himself in the physical sensation of his best friend—no wait, strike that, _boyfriend_—oh shit, he had a boyfriend, didn't he? And apparently had had one for a while and didn't even notice, but shit, how could he not have noticed this? What he was feeling now was way too intense to be new. Billy had been right; they definitely had a _thing_.

He wrapped his legs around Billy and dug his fingers into his back while Billy explored his mouth with his tongue and ground against him in a way that was threatening to make Spencer lose his mind. So Spencer stopped trying to think at all and just threw himself into grinding back and kissing Billy.

He wasn't sure how long they'd been at it, but the windows had definitely grown lighter by the time the sound of the door opening interrupted them. Startled, they both jumped apart so quickly that Billy accidently fell off the couch. Spencer tried not to laugh, but seeing Billy (who usually put so much effort into trying to look cool) sprawled on the floor looking utterly surprised and disheveled beyond hope of hiding what they'd been up to was too funny for him to stop himself. He started snickering, which only made the whole thing seem funnier and soon he was hopelessly cracking up. Billy glared at him and held out a hand for Spencer to help him. When Spencer calmed down enough to oblige, Billy latched onto his offered hand and yanked Spencer down onto the floor with him. Now Billy was laughing hysterically too.

Spencer glanced up to catch the sight of someone he couldn't recognize rapidly retreating back through the door. Apparently they'd scared away whoever had planned to use the room for some early morning studying.

"Good riddance!" Billy yelled out between snorts of laugher. He flopped back on the carpet and grinned. "I was totally wrong earlier, broton," he said.

Spencer froze. That sounded ominous. "About…what?" he asked, trying to ignore a sudden feeling of dread.

"_This_ is the best day ever."

Spencer socked him in the shoulder. "You dork," he snorted.

"Takes one to know one dweebro. Am I wrong?"

He looked at Billy and marveled at the fact that he really felt like he ought to be massively embarrassed over what they'd just been doing, but he wasn't, this felt stunningly normal and he was just as comfortable and at ease around Billy as he had been the day before. Probably _more_ at ease even. He grinned. "Nope."

"You know what would make the day even better?" asked Billy. "Waffles with peanut butter on them. Think the cafeteria has that?"

"You _would_ say that," said Spencer.

"Hey, you worked up my appetite. I need to keep my energy up so we can do that some more." He leaned over and pulled Spencer into another kiss.

"Ah…" said Spencer, when he finally pulled away again. "Uh, yeah. They might. Let's…go check."

* * *

Spencer quickly memorized Stephan's class schedule and became an expert on knowing when his dorm room would be empty. He also became very adept at keeping one eye on the clock while he and Billy frantically made out in the short windows of time they were guaranteed alone. Those windows were never long enough or frequent enough and he and Billy would compensate by ducking into empty stairwells or the laundry room or any opportune place they could find a few seconds of privacy.

He didn't hold any delusion that they were actually keeping a secret. For one thing there was simply no way that Stephan didn't know; they'd been pretty obvious before their relationship had even taken off. Surely he'd guessed at the beginning of the school year, and if not then it had been a pretty dead giveaway when Spencer had let Billy start sleeping in his bed. And surely other people had noticed that some strange guy had suddenly moved into Spencer and Stephan's room and was now trailing around after Spencer like they were glued at the hip, really what else could people possibly think? He was lucky he hadn't gotten in trouble yet for having an unauthorized guest living in the dorm. People knew, and probably _everyone_ knew, and Spencer didn't really give a damn so long as he was able to keep getting away with it.

It was a miracle though that they hadn't gotten in trouble with the school. Spencer decided that he was going to have to find a way to live off campus next year, because he obviously wouldn't be able to keep Billy living with him indefinitely. And Billy not living with him was totally unacceptable now. Spencer felt like he was losing his mind just having to leave him behind to go to his classes. He'd always taken for granted the fact that Billy would go with him _everywhere_, but now that people could see him he couldn't just indiscriminately follow wherever he wanted. It was ironic that now Billy couldn't go everywhere with him Spencer wanted Billy around more than ever before. They needed an apartment badly.

In order to get an off-campus apartment though, he was going to have to tell his parents what was going on. That was something he'd been avoiding. Billy had promised to do the talking, but still, Spencer wasn't sure they were going to believe him. Even presenting them with the visual proof of Billy being alive and standing in front of them, it was asking a lot for them to accept that someone (they'd been to Billy's funeral for crissakes,) had come back from the dead. And then to add the bombshell that oh yeah, by the way, the dead guy, you know, your dead _cousin _(distant, he'd definitely have to remind them _distant_,) yeah, well guess what, he's my boyfriend now—isn't that cool? Yeah. That wasn't going to be a fun conversation with Mr. and Mrs. Wright.

"So what should I say?" worried Spencer, pacing around the room as they got ready for their first visit home since Billy's transformation. "Hey mom? Hey dad? You know how I always talk to myself? Well, wanna meet who I was talking to?"

"Stop sweating it, brolof." Billy was apparently more concerned with what to pack than what to tell them, and was holding up several different outfits in the mirror and making faces as none of them apparently fulfilled his expectations. "I'll take care of it."

"Well, what are you going to say then?"

"No idea." Billy shrugged. "Figured I'd wing it."

"That's a terrible idea."

"Usually works for me," said Billy off-handedly.

"This isn't a usual situation."

"Yeah and your parents aren't exactly 'usual' people either," Billy pointed out. "Two negatives cancel each other out. It'll be fine."

"Whatever," Spencer shrugged. "Just remember that if Jessica tries to kick you in the face, this time it's actually going to hurt."

"I'd like to see her try."

"Oh, she will. You can bet she will."

* * *

Jessica never did get a chance to kick Billy in the face, because doing so would have required kicking her own mother in the face too. The second Jane Wright saw Billy she shrieked and then tackled him in a bear hug. Apparently to the Wrights, the sketchiness of a dead relative being re-animated was overshadowed by the excitement of 'Oh my god Spencer is dating Billy Joe Cobra? Our Billy Joe Cobra? The famous celebrity? Our son is dating a celebrity! We're all going to be famous!' Billy hadn't even had to say anything.

The whole thing definitely went better than either could have imagined. Jane made brownies to celebrate and Billy stuffed his face with them to her delight. Hugh seemed more relieved to learn that his son didn't have a personality disorder than disturbed by Billy's aliveness, and Jessica…. Well, Jessica managed to restrain from putting anyone in traction, so the visit was a wild success.

It went so smoothly (they didn't even bring up Billy's credit card bill) that Spencer once again got the nagging feeling like he'd just been handed a time bomb. Real life just didn't work out this neatly.

And he was right.

Stephan let Spencer and Billy wallow in oblivious bliss for another two days before he finally let the long hanging second shoe crash.

"Oh, by the way," he said casually, not even bothering to look away from his computer as he addressed them. "There's something I forgot to tell you."

Spencer was busy editing a film project for class and Billy had draped himself over his shoulder and was doing his best to distract Spencer while he worked. He almost didn't even hear Stephan.

"Huh?" he asked, not really paying attention.

"The clone isn't permanent."

Spencer spent several minutes adjusting a superimposed special effect on his clip before Stephan's actual words fully sunk in. When he realized what he'd said he whipped his head around. "_What?_" he asked, sure he'd heard wrong.

"The clone body isn't permanent," repeated Stephan. "It has a shorter shelf life than the original."

"_What?_" Spencer couldn't help repeating himself. That announcement was too horrible to believe. "How…how much shorter?" he asked.

"Three months," replied Stephan.

"Oh, that's not so bad…" Spencer thought he'd meant three months shorter than it's normal life span.

"…Total. I think you have, oh, maybe two weeks left."

"_What?_" This time it was Billy crying out in horror. Spencer felt him accidently dig his finger's sharply into Spencer's shoulder.

"You're joking," said Spencer. "You seriously have to be joking."

"We have already had this discussion. I do not joke."

"Yes you do, because you just played a doozy of one on us. Isn't that something you should have told us _before_ we agreed to go through with the procedure?" Spencer jumped up from his desk and grabbed Stephan by the collar, jerking him back aggressively.

"I forgot," said MSS simply.

"You forgot?" Spencer was going into full freak-out hysterical mode. "How does someone forget something like that? It's pretty major! This is an actual person's _life_ you're screwing around with! How do you _forget_?"

"There is a lot of data in my head, sometimes bits fall through the cracks."

"I'm going to shove your head through a crack if you don't fix this!" snapped Spencer. "Make him another body then!"

"I cannot," said Stephan. "You can't process the ectoplasm multiple times without its integrity being compromised."

A frigid current slithered down Spencer's spine at the declaration. "No," he said helplessly. "No, you _have_ to fix it."

"Impossible," said Stephan.

"What's going to happen to him then?" Spencer shook Stephan violently. "What's going to happen to Billy?"

"The clone will expire and your friend will resume his ghost state," said MSS. "Most likely."

"Most likely?" shrieked Spencer. "You mean you don't even _know_?"

"What occurs after the primary transfer is not my concern. I am a scientist, not a theologian."

"You might want to brush up on your theology buster, because I'm going to make you an appointment with the afterlife—"

"Is that a death threat?" asked Stephan calmly. "Perhaps I ought to report this to the school authorities. I am sure they would find that very interesting. In addition to other elements pertaining to you."

Spencer stilled his fist mid-swing at Stephan's face. If what he said was true, now would be the worst time ever for him to get caught up in school disciplinary action. Billy was going to need him.

He looked back at Billy, expecting to see a waterworks display in full force, or something along those lines. Billy's face was completely vacant of expression.

"Billy?" asked Spencer, walking over to where Billy had sat down on the bed. He waved his hand in front of Billy's face. "Are you okay?"

_Oh, real smooth genius_, thought Spencer, mentally kicking himself. _Of course he's not okay, he was just told he has only two weeks to live. _

Billy burst out laughing. "Good one, Steve-o," he cried, pointing at Stephan. "You really had me going there for a minute."

"I was serious."

"Well then you're seriously _wrong_," said Billy, crossing his arms. "There's no way I only have two weeks left. I feel great. I feel _awesome_. I'm in primo health over here."

"In order to create a mature specimen in a short time frame, the cells need to be dramatically accelerated. That acceleration never completely stabilizes, putting a great deal of stress on the internal organs and—" began Stephan.

Billy interrupted him. "Your data is based on some other chump's DNA," he said, waving the explanation off. "This is _Cobra_ stock you're working with. It doesn't getting any more A-list than me. I'll beat the odds, I'm fine."

Stephan shrugged, not caring enough to argue his point further. He turned back to his computer.

"Uh, are you sure you're okay, buddy?" asked Spencer, looking at Billy in concern. He did not feel nearly as confident as Billy about how 'fine' he was. In fact he was feeling pretty not fine himself. Stephan's news had made him feel kind of nauseous.

"I'm fantastic!" said Billy, jumping up to bounce on the bed. "And I'm feeling way too supremo for us to be wasting any more time rotting away in loserville here. Let's go out on the town!"

"Uh but, I have to—" Spencer began, glancing at the unfinished film project still open on his computer. All his motivation and excitement for the project had promptly flatlined. He looked back to Billy. There was a worrisomely manic gleam in his eye as he made his best attempt to get fingerprints on the ceiling. Did Billy really only have mere days left like this? They might not have many more chances to go out and have fun as regular people and not as a crazy guy plus invisible ghost duo.

"Sure," he said, saving the project and shutting down his laptop. "Yeah, let's go out."

* * *

"Man, they call this a club?" complained Billy, leaning back and kicking his boots up on the slightly sticky table. "This place is barely even a _bar_. The WiFri has a better nightlife scene than this dump."

Spencer shrugged. They'd just spent the past hour wandering around town trying to find a suitable joint for Billy to 'live it up' in and this had been the best compromise they could find. He didn't especially want to go back out on the prowl. He was hungry. "We're not in Beverly Heights, you can't expect the same options in a college town as back home."

"By 'same options' I think what you meant was 'any options'," muttered Billy. "I feel sorry for the tools who live here."

"Yeah, I'm sure their lives are super tragic without BJC-approved clubs on every block," snorted Spencer. "Hey, would you mind waiting here? I'm gonna go order us some fries or something. I'm starved."

"Got you covered, Han Brolo." Billy gave him thumbs up.

Spencer went over to the bar and ordered some cheese fries and a pitcher of soda. It took a few minutes for the food to be ready, and he glanced around at their surroundings while he waited. Billy _was_ right, as far as clubs went this place was pretty lamesauce. On the other hand, he wasn't supposed to be out goofing around right now anyway, so maybe Billy would get bored and he'd actually have a chance to slip in some more homework before bed if they left early.

When he returned to the table, Billy most definitely did not look bored. He was giggling, even though he was still the only occupant in the booth. A tumbler of toxic looking green liquid was clutched in his hand—Spencer eyed it suspiciously.

"Is that _alcohol_?" asked Spencer.

"Maaaaybeeeee," said Billy.

"Uh, how'd you even get that? You don't have an I.D."

With no subtlety Billy cocked his head sideways and pointed at a lady a few tables away. "I smiled at that sweet honey over there and _voila_." He pointed triumphantly at his glass. "Cobra magic. Want me to score you one too bromander?"

"No," said Spencer disapprovingly. "I'm underage. And I thought you weren't quite old enough either?"

"I am if you count the ghost years," said Billy. "Besides, those kind of rules don't apply to _celebrities_, sheesh." He knocked back a swig of the mystery cocktail. "Yeehaw!"

"I'm pretty sure that they _do_," said Spencer, feeling slightly panicked. "But even if they didn't I really don't think you should be drinking. Stephan said that your body is unstable and your organs are already under a lot of stress so you should probably—"

"Ix-nay on the erd-nay," snapped Billy. "Don't mention him in my presence again!"

"But—" tried Spencer.

"Ooh they're playing my song!" Billy slammed his half empty glass down and jumped up on the table. "Karaoke time!" He yelled, throwing his hands up in the air.

Spencer listened to try and catch what song was playing. He groaned when he recognized the lyrics.

"...KIMI WO AISHITERUUUUU..." screamed/sang Billy.

"Billy, _no_!" Spencer had no choice but to jump up on the table too and clamp his hand over Billy's mouth.

The room went silent. Suddenly every person in the club was staring at them. Spencer could hear a murmur of "Is that Billy Joe Cobra? Hey that guy over there looks _exactly_ like Billy Joe Cobra," beginning to echo around them.

"He's just an impersonator!" Spencer yelled out, desperately trying to staunch the damage. "A really good one! He gets—ah—very in character when he's drunk!"

"Liiiies," cried Billy, prying Spencer's hand off his mouth. "This here is the genuine article. And while I have the attention of all you hepcats, I'd like to make an announcement!"

_Oh no_, thought Spencer. He had no idea what Billy was about to say, but it couldn't be anything good.

"Ladies! Ladies, ladies, ladies. And Gents too! Be prepared to get your hearts broken! You may declare this a public holiday of mourning! The Cobra is off the market! My break-up shirt is in official retirement! I'm not going to need it anymore because you see this brolicious little hottie right here? Yeah, I'm hitting that." He pointed at Spencer with both hands.

Now everyone in the room was staring at Spencer instead of Billy.

Spencer slapped his hands over his face. He wanted to die. _Where is a lightning bolt when you need one_, he thought miserably. He grabbed Billy's arm and yanked him off the table.

"No," he hissed, ducking his head low in hopes that people would stop paying attention to him. "No, just, no. Billy. What. Are. You. Doing?!"

"You seemed jealous." Billy was grinning. "It was so cute how you wouldn't let me sing the song. I just wanted to make you feel better." He took another swig of his drink.

"_Not helping!_" said Spencer. "And dude, not even true! 'Hitting that'? _Really?_ We haven't even gotten that far yet!"

"Yeah, why the hell not, anyway?" said Billy, sitting up a bit straighter. "That's a travesty of an oversight right there, brodiddly. We need to get on that. Wanna do it now?"

"Absolutely not!" Spencer snatched Billy's glass out of his hand. "You're drunk and we're in the middle of a sleazy club! Everyone's still staring at us!"

"Drunk?" Billy rolled his eyes. "Pshaw. I'm not drunk. I only had one—erMaybeOneAndAHalf—erTwo—no, one. I only had one drink."

"You're in an unstable body that's never had alcohol in it before! You'd probably get drunk just from breathing in the fumes!" Spencer's irritation at Billy for humiliating him was already fading behind his rapidly escalating worry. Billy had picked the worst time ever to start on a self-destructive bender. Was the drinking and running around going to hasten the clone's breakdown? Why would Billy do something this stupid?

_Because he's upset. Duh. He's pretending he's fine, but he's totally not._

"Here, make sure you eat some of these," said Spencer, pushing the untouched platter of cheese fries towards Billy. "You need some food in your stomach."

"You bet I do," agreed Billy, digging into the greasy fries. "And way more than this. Did they have fried pickles on the menu by any chance? I could helluva go for some fried pickles too. And pie. Let's get some pie!"

"Uh, no they didn't have either of those," Spencer lied. Actually the menu had offered fried pickles, but he didn't think Billy should be eating that much. He was already on the fast track to making himself sick.

"Bummer," said Billy around a mouthful of cheesy potatoes. "Is there a bakery nearby? Maybe we could score some bear claws."

"Nope," said Spencer quickly. "No bakeries. But you know what I saw on the menu at school? A nice plate of hummus with carrot sticks. Wouldn't that be good? Yeah, let's get you home and we'll get you some hummus."

"Dude, that's a terrible joke." Billy made a face. "You really ought to stick with the horror genre, comedy's not your bag."

Spencer sighed. "How about some peanut butter crackers then?" he offered. I've got some of those in our room. Let's go back and have those."

"Hm, _tempting_," said Billy. "But no way. We can't go back now! The night's barely started!"

"I think you've already had more than enough night for everyone."

"But we haven't even danced yet! Wait till you see me tear up the dance floor with my patented BJC moves. One of them is so rad it got me kicked out of Portugal!"

Billy sprinted across the room and dove into a crowd of dancing people. Spencer scrambled after, afraid of losing sight of him. He meant to just lurk nearby and watch to make sure he didn't get into any trouble, but Billy was having none of that. He grabbed Spencer's wrist and wrenched him onto the floor.

He really wasn't in the mood for this. He hadn't been in the mood for _any_ of this. The only thing Spencer was particularly in the mood to do right now was to go back and follow through on his instinct to punch his roommate. Why did this have to happen? Billy had been behaving himself surprisingly well at college so far. They'd been having a pretty good time. He'd totally been _happy_.

Things were about to start getting progressively less happy.

He could see it in Billy's stretched too tight grin. And in the way his eyes were darting haphazardly in every direction as if his mind were racing faster than he could keep up with it. Billy was freaking out. And he couldn't blame him for it. He was kind of freaking out too. Just quietly, and with a lot more of his reason still intact.

Spencer danced with Billy until Billy could barely stand up anymore. Then he let him slump against his shoulder as he steered him back to the dorm. He didn't expect to get much sleep.

* * *

He woke up to Billy crying.

Spencer sat up, immediately alarmed. "Billy?" he asked worriedly.

"He's right," sobbed Billy, flopping his arms down on the mattress with excess force. "Stevebot's right. I'm totally dying, bro. Like, _right now_."

"You…you are?" Spencer looked him over, scanning for any sign that Billy's body was failing. Visibly he looked okay, albeit tired.

"My head is going to explode any minute, broman! This is totally the end. I think I see a light at the end of a tunnel. Are you cold? I'm getting cold. You should hold me."

Billy latched onto Spencer like a limpet. Spencer tried to feel his head to see if it was clammy or burning up. His skin felt normal too.

"You have a headache?" he asked.

"Yes! I think this one is probably registering on the Richter scale! A 7.0, at least."

"Is anything else wrong?" asked Spencer.

"My throat feels like I ate an entire set of flannel sheets for lunch, eeuch," said Billy. "Not the nice kind with a high thread count, either. _Normal_ _people_ sheets." He shuddered.

"I don't think you're dying right now." Spencer patted Billy on the shoulder.

"How do you know that?" asked Billy. "You haven't been to medical school."

"You have a hangover."

"Nah, I don't get hangovers," said Billy.

"I'm pretty sure you do now," said Spencer. "Whatever it was you had last night looked strong."

"It was nothing."

"If it was nothing then you should be feeling okay right now."

"I don't feel okay because I'm _dying_." Billy buried his face into Spencer's shirt. "I don't wanna do that again, Spence. Fix it."

Spencer's heart broke a little bit. "I'm sorry man, I can't."

"But you're really smart," said Billy. "You always figure out how to fix everything."

"This one's a little bit out of my league."

Billy resumed crying. Spencer didn't know what to do so he started rubbing his back and just let him cry. He passed the time plotting devious ways to get horrible revenge on Stephan. That drill bit deserved to experience a world of pain for traumatizing Billy like this. Spencer regretted not stopping Billy from going through with the whole terrible idea.

Or did he?

_If Billy hadn't gotten a new body, maybe they never would have gotten together. _

_Sure, he could see them carrying on their relationship with Billy as a ghost, no problem. Billy being a ghost wasn't an issue. Not to him at least. But without this particular turn of events, their relationship may have never even started. _

Was he willing to give up his boyfriend in order to spare Billy from the trauma of the upcoming countdown?

...No.

Not really.

Getting together with Billy had been pretty major for him.

Until now he'd never really been especially interested in the whole relationship thing. He just couldn't imagine meeting anyone who really "got him." His sense of humor and general interests were a bit...specific, to say the least. Sure there'd been a few girls he'd liked in the past. There'd even been some who liked him back. But he'd never felt the desire to spend every second of every day with any of them. And wasn't dating someone a waste of time if he couldn't imagine actually wanting to submerge himself in their full attention? He'd chalked it up to not being a romantic type of guy. He hadn't realized his general disinterest in the dating pool was actually because he'd already found someone. He was so stupid for not noticing it sooner.

Billy had noticed.

...But he hadn't said anything. Maybe he never would have if these particular events hadn't happened. Spencer might have gone for years never even knowing what he was missing out on.

That thought made him feel almost as sick and hollow as the thought of what Billy was going through. It was a no-win situation.

He wasn't sorry Billy had proceeded with the experiment. And he felt like a terrible human being for being that selfish.

He couldn't help it though. Billy really got him. Billy was fun and entertaining and they never got bored of each other, even after years of twenty-four hour contact. Billy was perfect for him and he couldn't imagine finding that sort of thing again with anyone else.

He wasn't willing to give up having Billy as his boyfriend. Not for anything, really. He just felt helplessly angry at the unfairness of the situation.

It was easier to dwell on being mad at Stephan than to deal with the other emotions the whole mess had stirred up.

He didn't really notice right away, but as he'd been lost in thought the circular rubbing motions of his hand had been growing wider and wider. He wasn't actually rubbing Billy's back anymore, so much as his hands were wandering all over his body. Billy had stopped crying.

"You're totally curing my headache, dude," mumbled Billy. "Aspirin's got nothing on you."

"Good," said Spencer. "Glad I'm good for something."

"Oh, you're good for _lots_ of things," said Billy. His mood seemed to be rapidly improving with the physical contact. He shifted against Spencer to bring them closer and dragged his own fingers across Spencer's stomach. "Some of which we haven't even tried yet..."

"Oh. Um..." said Spencer. Billy was gazing at him with wide, tear-stained eyes. He didn't look upset anymore though; at least, not on the surface.

"See, I couldn't have been _that_ drunk last night," continued Billy. "Because I can still remember everything. What stands out in particular is the fact that you challenged my description of our brolationship."

"You really could have picked a better way of phrasing it," said Spencer.

"I was projecting," said Billy. "It's totally uncool we haven't gone there yet."

"Uh, well, I'm not _disagreeing_ with you per se," said Spencer "But…uh..." Billy's fingers had plunged south of Spencer's stomach. It was very distracting. "We just haven't had a lot of privacy, you know. MSS's kind of a killjoy." Out of pure habit he glanced sideways, checking the other half of the room. He knew Stephan had an early class and wouldn't be there, but caution was a habit.

"I'm done catering to that jerkwad."

"Yeah, that's valid...but...um." Spencer's fingers stilled and dug into Billy's back as Billy slipped a hand under the waistband of his shorts. "Uh, didn't you have a headache?"

"I might have been mildly exaggerating its severity." Billy smirked. "I needed a bro-hug."

"...Of course."

"In order to completely cure it though, I think I'll need a bit more than just a hug," added Billy.

He wrapped his fingers around Spencer and slowly stroked him. Spencer closed his eyes and involuntarily thrust into Billy's hand. Encouraged by the reaction Billy increased the pressure and leaned forward to kiss him, lightly dragging his teeth across Spencer's bottom lip and then gently sucking on it. It felt so good Spencer let out an involuntary noise that might have made him feel self-conscious if he'd been with anyone other than Billy, but he wasn't, this was _Billy_, and everything always seemed alright with Billy—just so long as he didn't stop what he was doing, because _dang_, Billy was really good at kissing. And touching. He could never get enough of it. And he suspected Billy was good at other things too, which he wanted to try out as much as Billy did except—

"We're going to get interrupted." Spencer somehow managed to lock down on his rapidly diminishing sense of reason.

"Don't care."

"I do."

"Just make sure to be loud then," said Billy. "He won't want to come in if he can hear what we're up to."

"Yeah, him and every other person on this floor," Spencer said, stilling Billy's hand. "Do you want the RA to kick you out?"

"Fine," sighed Billy in frustration. "Don't move." He hopped out of bed and disappeared into the hallway for a moment. When he came back in he retrieved something from a drawer before climbing on top of Spencer.

"What'd you do?" asked Spencer.

"I wrote a note on the white-board on the door," said Billy. "In, you know, nerd-speak." He made air quotations with his fingers. "Important scientific experiment in progress. Enter and die."

"Oh, that might actually do the trick."

"It had better," said Billy. "Because I'm totally through with waiting." He set down whatever had been clutched in his hand from the drawer, and then yanked off his shirt.

Spencer eyed a bottle of lube and a condom resting on the mattress. He simultaneously felt turned on and panicked. He only had an abstract idea of what they should actually do once they got started.

"Um, have you done this before?" Spencer asked nervously. "I mean, with a guy?" He knew the answer was 'yes' as far as girls were concerned. The sheer quantity of which wasn't something he particularly wanted to dwell on at a time like this. It would probably make him jealous.

"Not so much," said Billy.

"Not so much? Shouldn't that be a yes or no answer?"

"Well, I didn't date any guys," explained Billy. "But there was this one, uh, _incident_ with an overly enthusiastic dude-fan at an after concert VIP party and we—"

"Spare me the details," said Spencer hastily. "I was just wondering if we needed to do some, uh, research first."

"Miles ahead of you broham." Billy grinned. "And you'd know that if you ever checked your browser history."

"Wait, when did you..?"

"What else was I supposed to do while you're in class?"

"I should have guessed."

"You're talking way too much."

Billy caught Spencer in another kiss. Spencer reached up and wound his arms around Billy's shoulder, only to loosely let go, allowing his hands to slide down Billy's neck, then back. He slipped them around and ran them over Billy's abs and Billy pressed into them. It felt amazing, everything about Billy felt good. More importantly, everything about Billy felt _right_.

…And wrong at the same time. It felt wrong that Billy wasn't the same version of Billy he'd known for years. And yet it also felt wrong that he wasn't going to get to stay exactly how he was now: warm and solid and breathing. Spencer felt conflicted. He didn't want to dwell on those particular thoughts at a time like this.

When Billy pulled back Spencer took the opportunity to remove his own shirt. Then in an impulsive moment he pulled off the rest of his clothes too. Billy smiled and followed suit. And then he was on top of him and Spencer could feel _all_ of Billy and it was _so good_.

The sensation of their erections brushing together filled Spencer's insides with a tight heat and he pressed into him as hard as he could, kissing Billy urgently and threading his fingers into his hair as he forced his tongue into Billy's mouth. Billy sucked on it and reached down to stroke them in tandem as he kissed Spencer back.

The dual sensation of Billy's fingers and Billy's penis sliding against his was more than Spencer could handle. He was mildly dismayed that he came so fast but Billy seemed pleased rather than disappointed. He smirked as he cleaned them off.

"Uh, sorry, I—" Spencer began to apologize but Billy interrupted him.

"Dude, we are so not done yet."

And then Billy's mouth was on him _down there_ and Spencer had to revaluate his opinion that what Billy had been doing a few seconds ago was the best thing he'd ever felt, because no, actually _this_ was the best thing he'd ever felt—by like a million times, seriously—and he couldn't really stop himself from grabbing Billy's head and thrusting into his mouth. He was rapidly growing hard again and for a few moments lost in the bliss of enveloping wet heat.

Then it stopped.

"Are you actually making an effort to make sure my hair looks stupid?" asked Billy, extracting Spencer's fingers from their death grip on his skull.

Spencer blinked. "Are you kidding me? Are you seriously _kidding_ me? Are you making an effort to make me lose my mind?"

"As a matter of fact, _ye_s." Billy grinned. "Is it working?"

"Yes," whimpered Spencer. "Don't. Stop. Enough with the stopping. The stopping needs to stop."

"That's what I wanted to hear." Billy went back to vigorously sucking him off. Spencer grabbed the sheets instead of Billy's head, but still couldn't quite control the involuntary jerking of his hips. He thought he was going to come any second when Billy pulled away again.

"Argh, Billy, _why_?" gasped Spencer in frustration.

"Phase two," said Billy vaguely. He grabbed the condom and put it on, and then reached for the lube.

Billy's fingers inside him felt weird, but not as weird as when he replaced them with his length and slowly began to move. It kind of hurt and Spencer tried not to react, but accidently cringed and Billy noticed. He stilled.

"…Stop?" he asked hesitantly.

"No," said Spencer. "I told you, enough with the stopping, what are you waiting for?"

Billy smiled and found a rhythm again. He steadied himself with one hand and grabbed Spencer's penis with the other, stroking it while he moved. Spencer began to adjust and gradually the initial discomfort faded behind building pleasure. He closed his eyes to focus on the intense feeling, then quickly changed his mind and opened them again. He preferred being able to watch Billy. Billy's eyes were attentively on him and filled with affectionate warmth that he'd never really seen on anyone's face before, not directed at him, anyway. It made him want to pull Billy tightly against him and kiss him hard, which wasn't exactly feasible in his current position. So he hooked his legs around him instead, and held on as securely as he could as Billy continued to rock against him and look at him in a way that made Spencer's insides squirm. His whole body was growing tense, pulled taut by the building orgasm. Billy started moving faster and Spencer couldn't stop himself from crying out when he came. Billy continued to thrust into him a few times, but didn't last much longer.

When they were finished Billy curled around Spencer and buried his face against the top of Spencer's head.

"Totally worth the wait," mumbled Billy happily.

Spencer folded his arm over the one Billy had wrapped around him. "We'll have to do a lot more of that," he agreed.

"A lot lot more," said Billy.

Spencer nodded but didn't say anything. With Billy's entire (still naked) body pressed against him, it was especially noticeable just how warm and comfortable he felt. The reminder that they had a time limit for Billy being like this made his throat constrict a little. He'd liked Billy as a ghost. Quite frankly, he'd thought ghost Billy was _awesome_. But he also hadn't known exactly what he'd been missing out on before Billy had a solid body. Now that he'd very intimately experienced Billy being alive, he had to admit he was going to miss him in this form. It sucked a lot that the status quo wasn't going to last. He wanted more time.

They lay together for about an hour before Spencer had to start getting ready for class.

"You should skip," said Billy unhappily as he watched Spencer get dressed.

"I can't," lamented Spencer. "I really need to keep my grades up."

"School and grades are overrated." Billy stretched out on the bed, apparently in no hurry to follow Spencer's lead in putting on clothes. Spencer tossed his discarded sleepwear at him as a hint. "But you know what's not overrated? Me. Your priorities are backwards."

"They don't have to be different priorities you know," said Spencer, getting an idea. "I just finished a script for a new movie. How'd you like to help me with it?"

"Uh, not to point out the obvious brofessor, but I'm not invisible anymore, I can't do your effects for you." He frowned. "Not right now, anyway," he added half to himself.

"I know," said Spencer. "I wasn't asking for help on special effects." He rummaged in his backpack and pulled out a script, tossing it to Billy. "You can memorize your lines while I'm in class."

Billy's face was blank for a moment, and then slowly broke into a wide grin. "I get to be the star?" he asked, scanning the first page of the booklet.

"Yep," said Spencer. "I mean, assuming you want to. I'm sure you could get some higher budget offers if you called up an agent and all but—"

"Your cinematography is long overdue for an acting upgrade," said Billy, shushing Spencer with his hand. "It's practically a crime you haven't had some real A-list quality in any of your features yet. I can't in good conscience allow that atrocity to continue. I'll require my own dressing room."

"Uh, great. You're already in it."

"It needs to be stocked at all times with chocolate milk chilled to precisely 33 degrees," continued Billy seriously. "And with a bowl of chocolate peanut butter cups with all the chocolate removed." He glanced around the dorm room. "Do you think there's room in here to have a slushee dispenser installed? Hmm, Stevedork's bed might have to go."

"You're being ridiculous." Spencer shook his head and tried not to laugh.

"No I'm not, I'm adding valuable experience to your education," said Billy. "If you're going to be a successful director, you need to learn how to handle your employees. I'm giving you a crash course in Divas 101."

"You would be the expert on that," snorted Spencer.

"I'm the expert on all sorts of things," said Billy smugly. "You should always listen to me."

Spencer didn't reward that with acknowledgement. Instead he said, "Just get dressed and start memorizing. We can begin filming when I'm back from classes."

"I'll have them memorized in half that time," scoffed Billy.

"Good, memorize them twice then."

"I'll memorize them _three_ times," said Billy, crossing his arms.

"Great," said Spencer, leaning down to give Billy a quick kiss before heading out the door. "The camera will roll at six."

* * *

Billy and Spencer threw themselves into making the movie. Every second Spencer wasn't in class was dedicated to filming or making props or finding various creative ways to ban Stephan from their room for more recreational activities. Spencer was having the best time of his life; except for the ominous shadow he felt hanging over their heads.

Billy's acting skills weren't only hype either. He could be predictably difficult to work with, but when he was on point he really nailed it. Spencer spent a lot of time grinning behind the camera. This movie was going to be _amazing_.

…Assuming they were able to finish it. The changes were subtle, but the farther along they got, the more Billy began to slip up. He started forgetting his lines and just generally reacting slower. They had to take longer and longer rest breaks in between shots. Billy kept insisting that he was fine and could keep going, but Spencer could see he was struggling. It took more and more make-up to cover up the dark circles forming under his eyes. At one point Spencer joked that he could re-write the end of the script to make Billy's character turn into a zombie. Billy didn't laugh, and Spencer really wished he hadn't said anything.

In spite of Spencer's doubts though, they did finish it. There were some parts that were going to need a little extra retouching, but there was nothing that Spencer couldn't finish with his computer software alone. They went out to dinner to celebrate, and Spencer didn't say anything when Billy only ate half of his food. It would have only been stating the obvious that it was a bad sign. He did his best to pretend that everything was normal.

That night they didn't even bother inventing an excuse to get rid of Stephan; Spencer just bluntly told him to scram. MSS took one look at Billy and gave a tight-lipped, knowing nod and silently left. Spencer pretended it was solidarity and not a concession made under the knowledge that he wouldn't have to put up with these banishments much longer.

"Why don't you top tonight, Spencekick?" Billy flopped down on the bed.

Spencer frowned. The first couple of times they'd had sex, they'd experimented with various ways of doing it, but rather quickly settled into a routine. Billy had a stronger preference for being on top, and Spencer had found that agreeable so they didn't switch around terribly often. He knew why Billy was suggesting it.

"If you're tired, we could do it with you laying down, and I can just climb on top of you," suggested Spencer.

"I'm not tired," said Billy quickly. "I'm 100% A.O.K. I just feel like changing things up so we don't get all, you know, boring."

Spencer sadly looked at Billy, taking in his ashy complexion and the mauve shadows ringing his eyes. He looked a very far cry from A.O.K. He looked sick. If Spencer hadn't known precisely what was wrong, he wouldn't have even considered having sex with Billy in such a state. He would have insisted Billy rest and wait until he got better.

But Billy wasn't going to get better and they couldn't afford to skip because every time like this might be the last.

"Alright," said Spencer. "That's cool."

"Don't look at me like that bro, it's totally a turn off."

"Like what? I wasn't looking at you any particular way."

"You look like you feel sorry for me," muttered Billy. "Stop it. I'm completely all right. Save your pity for some lame-o who needs it."

"That wasn't pity," insisted Spencer.

"I'm okay," Billy insisted back. He tried to prop himself up on the bed but his elbow gave out and he dropped back a little.

"Of course," said Spencer, his voice hitching slightly. "Of course you are."

Spencer did his best to act like everything was as fine as Billy wanted to pretend it was. It was harder to pretend though looking at Billy without any clothes to hide his invalid appearance. His hands wouldn't stop shaking as he fumbled with the condom wrapper. Instead of saying anything Billy just looked to the side so he could pretend he didn't notice.

Spencer kept telling himself that no matter what happened everything would be okay. He told himself that the worst that could happen was Billy would simply go back to being a ghost. Things wouldn't change that much. Everything they'd been doing the past three months could keep on going with Billy as a ghost. He was completely fine with the idea of having a ghost boyfriend.

Completely fine.

…Except for the fact he was still haunted by that flippant 'I think' Stephan had tacked onto the end of his prediction of what would happen to Billy.

He didn't actually _know_ that Billy would go back to being a ghost. Not for sure.

Maybe being a ghost was one of those things you only get a single shot at.

Maybe Billy would go somewhere else and Spencer would never know for sure what had happened to him.

Billy really might simply _vanish_.

He kept trying to push that horrible idea out of his head. Whatever was going to happen there was nothing Spencer could do to control it. All he could do was throw himself into making their last handful of hours really good ones together.

Not the easiest task when you felt like you were going to have a panic attack every time you looked at your boyfriend.

He held onto Billy with unnecessary force as he thrust into him. He felt like he was going to cry.

Billy was doing an even worse job at keeping himself together. His face was completely wet.

"Billy," gasped Spencer, doing everything to try and make his voice calm, and failing. "I love you, okay? I just wanted to make sure you knew that, right?"

"Duh," was all Billy could choke out between his sobs.

* * *

When Spencer woke up, Billy felt wrong. He knew instinctively that the body next to him was now lifeless. It didn't feel warm enough, more importantly it didn't feel _grabby_ enough. It didn't feel like Billy anymore.

He recoiled and pushed himself as far away from it as the small bed would allow.

"Billy?"

Spencer glanced around the room, frantically searching for the subtle blue glow of ectoplasm. The room was dark and visually devoid of ghosts. His hand grabbed at his own chest, checking to see if his guitar pick necklace had fallen off while he was sleeping. He'd never taken the thing off, not even while under the delusion that Billy would stay alive. It had practically become a part of him; not having it on simply felt weird and wrong. His necklace was still in place under his shirt. He couldn't blame Billy's absence on a missing token.

"Billy?" called out Spencer, more desperately.

The room was silent except for the humming of one of Stephan's weird machines.

Spencer jumped out of bed and fell to the floor, checking under the bed in case Billy had accidently sunk through the mattress or something. He looked in the wardrobe and under his desk. The room wasn't big enough to have many hiding places. His hopes that Billy was around somewhere were rapidly running out of traction.

He reluctantly crept back to the bed and tried shaking the body. He didn't have any delusions that it still clung to life, but maybe Billy's ghost was still stuck inside somehow? He shook it as violently as he could.

"_Billy!_"

The only thing Spencer accomplished was waking up his roommate.

"Did you say something?" mumbled a sleepy MSS.

"_You_," growled Spencer, swinging around to face Stephan. "You _killed_ Billy!"


	3. Adjustments

Spencer liked to think of himself as a pretty reasonable guy. There weren't a lot of things that really upset him. There were even fewer things that made him actually lose his cool. Unfortunately for Stephan, Billy was one of the things from that short list. He'd recently become the biggest thing, as a matter of fact. Spencer had never felt less reasonable than he did right now. He gave in to the impulse to vault across the room and rail on his roomie.

"Let's see how YOU like being a ghost!" snapped Spencer, bringing his fists down on MSS with everything he had.

"Wait! Stop!" cried out MSS, raising his arms up defensively in an attempt to block the attack.

"Just think of it as an experiment!" Spencer's reason and conscience were completely lost to his grief-driven rage. "Not quite so interesting when it's your own life getting destroyed, huh?" He continued to pound against Stephan, not even feeling the impact of his fists through his hysteria. His eyes were streaming but Spencer wasn't aware of that either. All he could feel was the giant ragged hole exploding through his chest and the burning need to make Stephan know what that felt like. Stephan had to understand what he'd taken away from Spencer. He wasn't allowed to walk out of this whole. Not when he'd ruined that for everyone else.

Billy was gone.

_Gone_.

Nowhere!

He was never going to see him again or talk to him again. Ever.

Gone.

He was having trouble catching his breath. Spencer's fist lost momentum as he struggled not to choke on his gasping sobs. His knuckles smashed into the bed frame as Stephan successfully dodged the swing. His aim was getting worse due to the shaking of his hands and he couldn't see his target properly through the blurriness of his tears.

"Spence, stop!"

He thought it was Stephan calling out. That only made him angrier; that Stephan wasn't even apologizing, just _commanding_ him like the insensitive prick he was. He pulled his arm back for an especially forceful punch.

His attempt to propel the strike met with unexpected resistance. Spencer's arm remained caught in mid air, stalled by a tight grip on his bicep. The fingers on his arm were strong and cool, and very familiar. He held his breath as his eyes dropped down, almost afraid to check in case he didn't find a translucent blue hand wrapped around him.

He knew though. He knew even before he looked that it was Billy.

Spencer's anger quickly broke apart, although the overwhelming grief still stubbornly clung to him. He spun around and collapsed against the ghost.

"I thought you were _gone_," he gasped, burying his face against Billy's mostly-solid-yet-not-quite-completely-solid chest.

"No need to get your freak-out on there, bromageddon," said Billy, hugging him back. "I was just out in the hallway."

"_Why_?" asked Spencer. "You almost gave me a heart attack."

"I was waiting until you woke up," said Billy, a little bit sheepishly. "I guess I freaked out a little. I couldn't really deal with hanging around in here with _that _in the room." He pointed at the body. "Dead things really creep me out, you know?"

"You should have woken me up."

"I can see that now..."

"Well, as you can see I _haven't_ terminated any ghosts," muttered Stephan, rubbing his shoulder where one of Spencer's fists had connected. He backed away from Billy and Spencer. "I'm going back to bed."

"No you're _not_." Spencer released Billy from his hug and marched over to his roommate, roughly grabbing him by his shirt. "You are going to take care of _that_," he snapped, pointing at the ex-clone. "Billy and I are going to go out for the day. This room had better not still look like a crime scene when we get back. Got it?"

"I don't have to do anything you tell me," muttered Stephan in irritation.

"If you want to conduct any more of your research or experiments in peace you do." Spencer crossed his arms. "You didn't give us a full disclosure on the clone process before we agreed to it. All of this is _your_ fault, and you're going to clean up the mess. If you don't, I can promise you that starting tomorrow this room is going to be party central until summer break. Don't expect to get any more sleep this year."

"I'm an expert on disruptive parties," Billy chimed in.

"Your immature threat tactics are unnecessary," said MSS. "As if I would waste such valuable material. I have every intention of efficiently recycling the remnant, regardless of what you two violent hooligans harass me with."

Billy flinched at Stephan's description of his clone as a 'remnant.' Spencer cringed at the mental image of what 'recycling' said remnant might entail. They exchanged an uneasy look.

"Well, _good_," said Spencer, trying to maintain his authoritative tone. He quickly changed into his regular clothes. "C'mon Billy, let's go get an early...uh...breakfast." The idea of breakfast did not hold the same appeal to Spencer as it did a few seconds ago, when he'd first had the idea to go.

Spencer didn't give Stephan another glance as he stalked out of the room. Billy floated smoothly after, but not without shooting Stephan the evil eye as he went.

* * *

"Dude, are you going to eat that?"

Billy didn't wait for a reply before snatching some hash browns off of Spencer's plate. He chased it with a heaping spoonful of his own ice cream sundae, which he'd barely swallowed before pillaging a forkful of Spencer's pancakes. His appetite had apparently returned.

"So when is my debut in a Spencer Wright film going live?" asked Billy around his mouthful of food.

"Oh, um," said Spencer. The question caught him off-guard. He'd spent all morning waiting for Billy to say something to acknowledge the elephant in the room—that he was ghostified again. Billy apparently had no intention of going there. Spencer didn't especially want to be the first to breach the topic either, so he'd been finding their conversation thus far a bit haphazard and hard to navigate. "It'll just take me a few days to finish editing it. I should be able to have it up on MeTube by the end of the week maybe."

"Sweet! The fans are going to eat that up. Are you ready to be famous, bro?"

"Heck yeah!" Spencer grinned. "Though I'm not sure what I'm going to tell them when I start getting inquires about my lead star. People are bound to notice your…_resemblance_ to BJC…"

"Speaking of movies," said Billy, completely ignoring most of what Spencer said, "that one about the asteroid with a space virus on it that turns people into living zombies is in theaters now. We could go see that tonight."

"You'd hate that movie," said Spencer, letting Billy's diversion effectively derail him.

"Sure would bromigo," said Billy. "But Rajeev isn't in town, who else is going to go with you to see it?"

"That would be awesome." Spencer looked at Billy appreciatively. He still felt all tense and weird from his unfortunate shock when he'd woken that morning. He was grateful that Billy was acting so normal. He'd been worried that Billy would be really upset to be a ghost again. Comforting people wasn't exactly Spencer's field of expertise. Especially not when he himself felt shaken too.

...Come to think of it though, Billy was acting a little _too_ normal.

He was acting exactly like he had when he'd been a ghost before.

...Not like he had been behaving for the past three months.

Spencer observed Billy more carefully, noticing the fact that he'd settled himself down on the opposite side of the diner's booth. Not so far away as to be glaringly obvious, but normally he would have parked himself as close to Spencer as possible. The Billy of a few days ago probably would have had his arm around him this entire time. Spencer often had to tell Billy to tone down the PDA when they were out, because Billy defaulted to excessive affection and apparently lacked the ability to ever get embarrassed.

Billy hadn't actually taken the initiative to touch Spencer all morning.

Sure, it had only been what, like an hour? But considering that Billy rarely went five minutes without some sort of physical contact, it was hard to dismiss as an insignificant anomaly. By Billy standards, he was being totally stand-offish.

Spencer considered saying something, but felt like he might be being paranoid. Billy had had an even more traumatic morning than him. Spencer couldn't even fathom what it must feel like to one moment be alive, the next find yourself disembodied and staring at your own lifeless face. It must be pretty upsetting, and Billy had now gone through that experience twice. He probably just needed a little space to emotionally recover.

He shoved his plate across the table. "I don't think I can finish these," said Spencer, smiling at Billy. "Want the end of my pancakes?"

"Is the sky blue?" responded Billy, ramming his fork into the offering.

"Well, actually, that entirely depends on the day," said Spencer. "When the Earth's getting impacted by a massive zombie-virus-asteroid I think it turns more of an orangey-red."

"Dude, not while I'm eating." Billy made a face but it didn't stop him from inhaling the rest of Spencer's breakfast.

* * *

Spencer tried to respect Billy's possible need for space for the rest of the day. He'd never been a touchy-feely type of person, so the task should have been simple. The problem was, he'd really grown accustomed to Billy's usual level of invasive touching. Not having to shove Billy out of his personal space every five seconds just felt unnatural.

When they got to the movies and it really got going and Billy _still_ didn't so much as put his hand on Spencer's armrest, Spencer decided he'd had enough. He'd been watching Billy more closely than the film, and could see he was by no means enjoying the feature. In fact, Billy'd had his eyes shut for probably 70% of the movie, a stiff cringe suspended on his face.

Spencer folded the armrest up so that there was no barrier between them and put his arm around Billy, pulling them closer together. Billy momentarily stiffened, and Spencer thought (for a second that gave him a horrible twisting feeling in his gut) that Billy was going to pull away. But he didn't, and Billy soon relaxed against him, actually going so far as to open his eyes again.

"I'm totally not scared bro," he made a point of clarifying.

"I know," Spencer played along. "I just wanted to, you know, put my arm around my _boyfriend_. That's what people do at the movies, right?" The word hung poignantly in the air, as he wasn't usually in the habit of verbally labeling their relationship. He'd certainly been thinking of Billy as his 'boyfriend,' but the actual title had scarcely been uttered by either of them throughout the entire ordeal. It hadn't really needed to be said. Spencer was beginning to suspect that their mutual understanding had lost some of its mutuality. He wanted to make sure it was very clear to Billy that as far as he was concerned, nothing had changed.

"Oh," said Billy, trying to play it cool. There was a hint of surprise in his voice in spite of his attempt. "Oh yeah, well of _course_." He finally snaked his own arm around Spencer.

After that the movie was a lot easier to enjoy. Even if the people sitting next to them kept shooting Spencer dirty looks for taking up two seats and talking to himself during the most suspenseful parts.

* * *

Spencer quickly realized that he might have been a bit hasty in giving Billy the green light to carry on their relationship as usual. It's not as if he hadn't put thought into their situation in advance. He'd spent the entire last two weeks worrying about what would happen when Billy became a ghost again. It had been a lot easier to be optimistic about how they'd make things work when Billy was still human and he didn't have to deal with any potential consequences just yet. It had even been easy to be optimistic earlier in the day when Billy was still keeping his distance. He hadn't really anticipated the sudden onslaught of panic he'd feel when actually facing the prospect of getting a face full of ectoplasm in real time.

An entire day of keeping his distance had apparently built up an insatiable affection deficit that Billy wasn't willing to go much longer without filling. They hadn't even gotten halfway back to the dorm before Billy shoved Spencer into an alleyway and lunged at his face.

Spencer didn't mean to dodge him; he just reacted without thinking. The second he saw Billy coming at him (transparent Billy, glowing Billy, the Billy that's made of _liquid chaos_,) he had a horrible flashback to how he'd felt when Billy's ecto had turned him into a ghost—not the fun part, sure a lot of that day had been super fun, he'd loved being a ghost…so long as he was under the impression that Billy could change him back—but then there was that terrible moment when he realized that it might not be reversible. The awful feeling of thinking he might have thrown away his whole future, his chances to be a director, and every other experience that was exclusively dependent on being _alive_, all over some stupid impulsive decision over some special effects. He'd felt like a first rate toolkit and the regret was overwhelming. The building panic until they finally did successfully extract the contaminating ecto from his body had been memorably traumatic.

He'd thought he'd be able to get over that. He was sure that his relationship with Billy was worth the risk. He was confident that even if he did get ectoplasm on him, they'd find a way to undo its effects. They'd solved dozens of ectoplasm accidents over the years. Whatever happened between him and Billy, they'd deal with it in stride. They could handle it.

…In theory.

People's brains are nice logical things up until instinct takes over.

With Billy's ghostly features coming right at his at a fairly high velocity, Spencer's mind didn't have time to reason out all of these things. It just reacted in favor of self-preservation.

The look of betrayal on Billy's face as Spencer pulled away from him was devastating. Spencer immediately wished he'd just let the collision happen because surely any ecto-induced monstrous transformation would have been easier to fix than Billy's crushed feelings.

"Et tu Brote?" Billy clutched at his chest as if Spencer had stabbed him rather than just dodged a kiss.

"Uh…sorry." Spencer rubbed the back of his head awkwardly. "I…I didn't mean that. I just sort of panicked a little."

"Panicked?" repeated Billy. "You _panicked_ at the thought of kissing _me_?" Billy's eyes got wider and wider and began to fill with tears. "Do you realize that most people would panic at the thought of _not_ getting to kiss me? What the heck, Spence!"

"I just didn't want to get turned into a ghost again!" Spencer tried to explain.

"I wasn't going to turn you into one!" said Billy defensively.

"Obviously not on _purpose_," agreed Spencer.

"You don't trust me?" cried Billy.

"Well…." Spencer paused just a little too long before answering.

"My brofriend doesn't trust me!" sobbed Billy, he began to dissolve into a teary puddle in the alleyway.

"Well, you're sort of proving my point," said Spencer, taking a cautious step backwards. "You're getting ectoplasm everywhere." He looked around nervously, checking to see if there was any garbage lying about that might get negatively impacted from ecto-contact.

Billy quickly re-solidified, absorbing all the ectoplasm he'd flung about. "Dude, I have total control over that," he said, crossing his arms.

"Okay," said Spencer, not wanting to upset him further by contradicting him.

"And you should totally _know_ that, brodizzle," he added.

"I…do…."

"Then there isn't a problem." Billy went back to his crash course with Spencer's mouth. Spencer braced himself, not knowing whether to expect to get turned back into a ghost again, or if something completely different would happen this time (he was secretly rooting for getting turned into a rampaging monster, so long as something crazy _had_ to happen—it would provide him valuable insight into the creature psyche that he could apply to his films after all—not that he _wanted_ a bad outcome from kissing Billy, he was just trying to make the most of things.)

He needn't have worried. Billy's kiss was predictably forceful and wet, but didn't seem to come with any undesirable side effects. Spencer tentatively let him kiss him again. And then again; a lot less tentatively. And pretty soon it wasn't just Billy making the advances and they were back to their usual grinding and making out. And since the alley was fairly dark and secluded, Spencer even began seriously considering going farther than that, slipping his hands under Billy's clothes and loosening the fastenings. Surely no one would notice anything they did here, would they? The alley was a dead end so there was little reason for any random person to stroll through it. And even if someone did, it was so dark that….

…Wait a minute.

The alley had been very dark. It was a bit less dark now. The bluish glow had strengthened. It was as if Billy had gotten brighter.

…Or maybe barring Billy's increased illumination, been the glow of more than one ghost.

Spencer looked down at his arms and discovered the source of the added incandescence. He was definitely glowing. He immediately jumped back and shook his arms, as if he could fling the transformation off. His arms were way bendier than they should have been.

"Gah! _Billy!_" cried Spencer. "I knew this would happen! Change me back!" He started hacking, trying to see if he could cough up the ectoplasm on his own.

"What's the big rush?" asked Billy, unperturbed by his failure to keep his boyfriend ecto-free, in spite of his reassurances. "You don't have to be anywhere until tomorrow morning. And now you're invisible too."

"But I didn't _want _to be invisible!" said Spencer in exasperation.

"Yeah, but so long as you already are, you really ought to cash in on its advantages before going through all the trouble to undo it," said Billy, "right now we can do _anything we want_ and no one will notice."

Spencer paused mid-shake. Billy had a point. "Well..." he said, thinking it over.

_This is a bad idea_, thought rational Spencer. _The longer you wait the harder it will be to get the ecto out._

He looked down at the ground, which was no longer touching his feet. He was floating, Billy style, which he had to admit, was pretty neat. He'd really liked being able to fly the last time this had happened to him. It was fun, as pretty much everything about being a ghost had been fun, except for the bit where no one could see him when he wanted them to.

But then, hadn't the whole point of them ducking into the alley been so that no one could see them? Their entire relationship had been just one long struggle for adequate privacy. Both of them being invisible would be super convenient at times like this.

...Not to mention, being able to defy physics sounded like a pretty cool bedroom trick. Spencer's curiosity began to get the better of him.

"I don't want to get turned into a ghost every time we make out or have sex," Spencer stated, stalling for time.

"We'll figure it out," said Billy, closing the distance Spencer had put between them. "We just need some practice."

"We _have_ to get me changed back before classes tomorrow," he added, with a bit less conviction due to the fact that Billy had started sucking on his ear. He'd expected it to feel jarring, because as a ghost Billy lacked any body temperature, and so contact with him usually felt cool, if not outright cold. But now his own body and Billy's matched, so it actually didn't feel terribly different from when they'd both been alive. Except that he felt lighter and the contact had a faintly electric undercurrent to it that felt really interesting and made it very hard for Spencer to concentrate on anything except seeking more of it.

"Dude, we have _all night_," said Billy, tilting his head down to suck on Spencer's neck instead. "It'll probably wear off before you even have to do anything."

"Maybe," said Spencer, less convinced. He'd already mentally given in though. Billy's hands were rubbing all over him, much more extensively than they even ought to be able to reach, which reminded him just how stretchy ghosts could be. And that was far too interesting an idea not to experiment at least a little bit with.

Besides, he was already getting hard. It would just be totally awkward if he became visible again before taking care of that.

He wrapped his arms and legs around Billy, enjoying the fact that it took no effort at all to suspend his body (since it currently didn't have any physical weight) and went back to kissing him. Billy kissed him back for a few minutes, and somehow managed to make his clothes disappear without Spencer even noticing him do it. Spencer didn't really have the hang of being a ghost down enough to phase his off too, so he pulled away for a moment to get rid of his own.

Just out of habit Spencer nervously looked around, feeling self-conscious that they were out in the open. He knew no one could see him, exposed or not, but he wasn't used to being invisible. It felt weird to disregard their surroundings to this degree—especially after months of excessive caution.

Billy latched back onto him and with only a faint push caused them to spin upside down. For a second Spencer tensed, instinctively reacting to the sight of pavement rushing towards his head. But then they stabilized, and he had to admit it felt pretty cool to be able to hover upside down; it was pretty thrilling really, and he floated them up a little higher, wanting to extend the thrill. He might have kept going but Billy began to arch into him, and his fingers were sliding all over the place again and Spencer lost his ability to focus on insignificant things like gravity or the ground. He could feel Billy's hand kneading against his butt, and the other one slipping down to fist around his shaft. And he was torn between wanting to thrust against both hands so he writhed erratically, trying to feel as much of Billy at once as he could. And then he could have sworn there was yet _another_ hand trailing down his back, but that didn't really make sense, did it? He would have looked to count but couldn't because his face was occupied by Billy's tongue dragging across the roof of his mouth.

Spencer tried to touch Billy back, but his attempts to grab onto him were foiled by fingers wrapping around both his wrists. The constraint did not come at the expense of the other movements and there was no doubt now that Billy was definitely using more hands than he ought to have, and must be shape shifting or something. Spencer had the vague awareness that that was kind of weird, and moreover he probably should object to being restrained, except then he remembered that he was a ghost too—if he really wanted to get free he could just phase through Billy's hands. Except why on earth would he want to do that? What Billy was doing felt insanely good. And being completely at Billy's mercy like this was admittedly turning him on.

He moved his hips because that was really about all of him he had much control over, and Billy increased the pressure he was touching him with, and then the hand that had been kneading him was moving inside him and for a second Spencer was alarmed, because they weren't anywhere near the dorm and didn't have any lube or anything, and yikes this was probably going to hurt—except, no wait, he kept forgetting about the ghost thing, he couldn't actually get hurt, could he? They could both shape shift and didn't feel pain, and dude, the possibilities were pretty endless in that case weren't they? And Billy was already pretty aware of that.

Since he didn't really need to be prepared in any way, Billy didn't waste much time on using his hand, the action had been more out of habit than anything. Without stopping any of the other things he'd been doing, he hitched Spencer's legs around him and entered.

Spencer moaned into his mouth and Billy went in deeper (definitely more than would have been physically possible under normal circumstances,) and it felt so good that Spencer struggled again, wanting to touch Billy back somehow and make sure it was feeling as good for him as it was for Spencer, But Billy seemed determined to stay in control and Spencer wasn't overly motivated to object.

Nearly every movement Billy made seemed almost perfectly synced with what Spencer thought would feel good and it seemed sort of crazy, it was almost as if he could read his mind and—oh wait—Billy was kissing him awfully hard, maybe more than should have been possible. Spencer hadn't noticed because his mind was fairly occupied by other parts of his body, but shit, their heads were actually kind of overlapping weren't they? Billy probably _was_ reading his mind. And when he really started to concentrate on it, Spencer realized he could sort of sense what Billy was thinking too. He just hadn't noticed because Billy was fully concentrating on him so the thoughts hadn't struck him as out of place. He might not have even realized at all if not for a nagging murmur of fear that definitely didn't belong to him. Sure there were plenty of things Spencer was worried about. How he'd get himself changed back after they finished, most notably. But that wasn't an urgent fear, more of just a mild concern. The subsonic anxiety coursing deep below his other thoughts was sharper than that, more substantial. Less confident that everything would work out (because everything always did.)

_Don't ever be afraid of me_, pulsed the alien thought. _Don't leave me for someone still alive. I can be just as good as that. Let me prove I can be better._

The realization that Billy—the most unflappably confident (some might even say egotistical...okay, actually everyone would say egotistical) person that Spencer had ever met—was actually worried that Spencer— totally ordinary (well not so ordinary actually, more like weird, which some might call a bad thing) and chronically geeky—might ever consider discarding him was a startling revelation.

He must have accidently stilled in reaction to the surprising insight into Billy's subconscious. The current of fear suddenly spiked, and then Billy was pulling his head back, clearly dismayed that Spencer had picked up on what he was thinking. He must have assumed that Spencer was too amateurish at the whole ghost business to be able to read his mind back. Or at least too distracted by what Billy was doing to him to notice.

Spencer was not about to let him run away though. He did now pull his confined wrists straight through Billy's hands, and grabbed Billy's head, ramming it back into his. He didn't even bother to think in actual words. He wouldn't have been able to articulate what he was feeling anyway, he'd never been the mushy sentimental type. Trying to put his deep ironclad attachment to the ghost into actual sentences would have just ruined it anyway. He simply projected his feelings at Billy, as strongly as he could manage, and Billy must have gotten the message because he stopped trying to pull away and soon his arms were wrapping around Spencer's body multiple times, pressing them so tightly together that Spencer lost his sense of where he ended and Billy began.

All the while, Billy had never really stopped thrusting into Spencer, and with Spencer's hands free it was easier for him to move back against him. He pressed into Billy as Billy filled and stretched him, his nerves thrumming with need, his mind skipping with _more, faster, deeper,_ and Billy seamlessly complying. And now that he'd become aware of the mental link between them, he could feel what Billy was feeling at the same time as he registered his own sensations. Their pace became frantic as the intensity quickly escalated to a mind-blowing level. Spencer came hard, his fingers clenching against Billy's back.

Billy faltered, and Spencer felt them drop a few inches in the air. For a moment he thought he'd hurt Billy, which didn't make any sense, but he couldn't think of another reason for Billy to almost drop him.

...Wait, he shouldn't have been dependant on Billy to stay in the air. He'd been weightless too...

He was suddenly aware of the unpleasant sensation of blood rushing to his upside-down head. His liberation from gravity had apparently worn off. Spencer noticed with a disconcerting mix of relief and dismay that the illuminated blue translucence of his skin had solidified back to its usual color. He was no longer a ghost. More significantly, he was no longer invisible.

"Ack! Billy! Put me down! I need my clothes!" he whispered in alarm.

It was only after Billy had righted him on the ground and he'd scrambled to get decent again that Spencer was able to fully appreciate just how lucky it was that Billy had been so thoroughly enmeshed around him. That particular stunt might have ended as a genuine fiasco instead of just a moment of brief embarrassment.

"Guess we now know how to get the ecto out of you," Billy snickered.

"No kidding." Spencer braced himself against the wall of the alley as he caught his breath. His heart was hammering hard from the combined fright of nearly falling on his head mixed with coming down from the high of telepathic antigravity sex. "Definitely preferable to making myself puke my guts out. Holy mackerel, that was _insane_."

"The Cobra never disappoints." Billy smugly stood there, clothes impeccably in place with zero effort required. He looked as if nothing had even happened.

"Not that I'm arguing with you, but could you not do the third person thing at a time like this?" asked Spencer.

Billy shrugged. "Habit," he said non-committedly.

Spencer rolled his eyes.

"So I trust you're less biased against ectoplasm now, eh broham sandwich?"

"It definitely has some perks I didn't appreciate before," Spencer conceded. "And I'm all for doing that again. But we also need to figure out how to do this the regular way without changing me into a ghost too."

"I'm willing to dedicate _lots_ of time to practice." Billy grinned.

"Yeah." Spencer smiled back. "_Totally_."

* * *

While it was going to take some practice for them to get controlled enough at kissing to avoid ectoplasm transferals, the problem of actual sex was easier to solve than Spencer had expected. He wasted no time in checking the Internet for help, and in only a matter of minutes found a number of websites and support groups dedicated specifically to inter-human-ghost relationships. More conveniently, he found a shop on ghoulBay which specialized in ectoplasm control. Apparently 'ecto-proof condoms' were a thing someone else had already thought of and happily manufactured. Spencer ordered a generous supply.

They practiced a _lot_.

If he didn't know better, Spencer would have thought that Stephan felt guilty about what happened to Billy, because suddenly he was spending a lot less time in their dorm room and it was easier for him and Billy to fit in their epic marathons of practice sex. Which were becoming increasingly less about the need for practice and more just about the sex, as they were getting pretty good at only transforming Spencer when they actually wanted to do it that way (which was still fairly often actually, because ghost sex kind of rocked.) It must just be a coincidence though, because Spencer had decided without question that MSS was a first rate toolbox and things like empathy were definitely out of his emotional range. Nonetheless, he wasn't about to question their good fortune. All the extra time he was getting alone with Billy was awesome.

When they weren't passionately making out Spencer worked on his film projects. He put extra effort into perfecting the video he'd made with Billy and when it was as polished as he possibly could get it, finally uploaded it to MeTube.

Within twenty-four hours MeTube _exploded_.

Spencer had never gotten so many comments on a video before. The view count on their movie skyrocketed. Billy's resemblance to himself was not lost on a single viewer. Spencer's email flooded with inquires: people asking if it was a stunt double or computer generated; people asking if Billy was still alive. Spencer declined to comment. His silence on the matter only stirred Billy's fans up more. Soon people who never would have watched even a horror movie, let alone specifically one of Spencer's were favoriting and reblogging his film. People were trying to rope him into interviews. Conspiracy theories ran rampant. Still, Spencer kept silent to anyone that asked.

It didn't matter that most people thought Billy's appearance in Spencer's movie was some kind of hoax. Everyone declared that whoever that impersonator was, he was _amazing_, and wow, it really reminded them how great the Cobra had been, and wasn't it sad that he wasn't really still alive? Such a horrible tragic loss. Because of rekindled interest, Billy's songs started playing on the radio even more and a newly remixed 'greatest hits' album got released. There was talk of a made for TV special in the works, except, wouldn't it be great if Spencer's impersonator could be the star? No one knew where to find him.

Billy was eating up the attention and developed a bit of an addiction to checking Spencer's MeTube page to read the fan comments. He kept replaying the movie on repeat as well, never able to get enough of seeing himself on screen. Spencer was getting a little bit sick of it honestly, not that he'd readily admit to being tired of one of his own movies. Its constant looped playing might actually have something to do with Stephan's new scarcity, come to think of it.

Aside from the headache of too much repetitive video playing and Billy's occasional moping over the fact that there was no way he could star in a sequel, life was seeming pretty good again. The end of the school year was finally drawing close and Spencer and Billy had gotten through it without Billy getting evicted from Spencer's room, or Spencer's grades plunging from all the distractions. Their relationship had solidly weathered some rather major obstacles, and now they had the glorious expanse of summer vacation on the near horizon to look forward to. Spencer was about to have a whole lot more free time, and they'd be roommate-free. That was going to be the best thing. Spencer's parents tended to leave him alone when he shut himself up in his room, and they couldn't see Billy anyway so Billy and Spencer would have almost as much time alone as they wanted.

Billy in particular was ecstatic in anticipation of that. He was constantly talking about all the things he wanted to do with Spencer when they had more time, and were back at his mansion, which did he ever miss. He had buckets of plans and couldn't wait to rope Spencer into them. Which is why it came as a particular shock when he disappeared.

There was nothing remarkable about the morning Billy vanished. It wasn't a weekend, and they hadn't done anything notable the night before. Billy had been in no better or worse of a mood when they'd gone to bed. Nothing was planned beyond the regular drudgery of classes and homework. It was a given that Billy would follow Spencer through the motions of schoolwork and then they'd spend whatever free time was left hanging out. At least, that had _seemed_ like a given to Spencer.

He really needed to stop taking stuff for granted.

Spencer tried not to panic when he woke up and couldn't find him anywhere. He'd felt pretty stupid after the first time where he'd freaked only to find out that Billy was merely waiting on the other side of the door. He forced himself to stay calm and rationally checked the room and then the hallway. When that didn't yield any ghosts he forced himself to walk to the cafeteria, just in case Billy had gotten hungry and sneaked out to raid for food. Spencer searched the entire campus, fighting off the creeping panic that threatened to overcome him.

Billy was nowhere to be found at school. Spencer woodenly shuffled back to his room, at a loss of what to do next. He turned on his computer and stared hopelessly at the screen. He (guiltily, since he hadn't spent nearly as much time talking to them over the past year as he'd promised to when they graduated) emailed Shanilla and Rajeev on the off chance that Billy had left town and gone to visit some of the only people he knew could see him. He didn't expect them to know anything but there weren't many people he could ask. He checked his browser history to see if Billy had left any clues (there was nothing suspicious.) He looked up Billy's profile on ghoulbook to see if he'd left any status updates (he hadn't.) He was running out of ideas for non-sinister explanations of where Billy might have gone. Which only left ideas that made Spencer nauseous with anxiety.

Had Billy been captured?

It didn't seem _that_ likely. Billy hadn't had any run-ins with his old nemeses since he'd followed Spencer to college. Madam X it seemed, hadn't been willing to relocate in order to pursue her hobby of Billy stalking. He'd drawn the conclusion months ago that she'd probably moved on to a new victim, at least until Billy was back in town.

Besides, Billy had been there when Spencer fell asleep. If someone had kidnapped Billy they would have had to break into the room in order to do it. Spencer would have woken up.

...Unless the person kidnapping him hadn't had to break in...

...Like Stephan.

Spencer gazed suspiciously at MSS's half of the room. He hadn't been around when he'd woken up either. It wasn't immediately notable since his roommate had been spending so little time in their room lately.

Spencer got a bad feeling. Now that Billy was a ghost again, he was no longer safe from MSS's interest. Maybe they'd only been lured into a false sense of security that Stephan was no longer after Billy's ectoplasm. Maybe he only hadn't been bothering them because he still had the ecto from their exchange. But that wasn't to say he wouldn't eventually run out. Maybe his needs for fresh ectoplasm had recently opened up. Maybe he'd just helped himself...

Spencer jumped off of his bed and began searching the room more thoroughly, this time checking for clues instead of for Billy himself. There wasn't any ectoplasm smeared anywhere, which at least implied there hadn't been a struggle (_or maybe MSS was just very good at forensic clean-up_, Spencer's mind added on darkly.) The jar he'd been collecting ecto in was absent as well.

His roommate's computer was on. Spencer glanced nervously at the door wondering if he'd get interrupted and caught if he checked it. He quickly decided he didn't care if he did, because no consequences could possibly be worse than not finding Billy. He had to investigate every option.

There were lots of folders with sciencey-sounding names that made no sense to Spencer. There was a music playlist. There were folders full of photographs that actually showed Stephan having a social life, much to Spencer's surprise. He'd honestly expected to find documents with names like 'top-secret-plans' or 'diabolical_scheme,' not evidence that Stephan actually acted like a normal college student sometimes. Weird.

But then Spencer thought to pull up the Internet. He checked Stephan's bookmark menu.

…Where he found the Cobrahead fanclub page.

…And the Cobrahead facetablet group.

…And news articles about Billy.

…Lots of them.

…A really creepy quantity of them.

Stephan had more articles on Billy saved than Spencer had ever read himself. That was just wrong.

Spencer's heart rate began to pick up as he tried to process what he was seeing. Had all this time MSS secretly been a completely psychotic Billy fan? Had he been setting them up for months so that he could do something terrible to Billy? It couldn't simply be a coincidence.

He started checking the folders again, this time more methodically when the unexpected noise of his phone ringing startled his already tightly wound nerves. He almost jumped out of his seat, his instincts screaming that MSS had probably caught him. The phone rang a long time before he managed to calm himself down enough to answer it. He turned the chair around so that he could keep an eye on the door in case MSS really did barge in and interrupt him.

It was Shanilla on the phone.

"Spencer!" She sounded almost as upset as Spencer felt.

Hearing her voice just made everything worse. It should have been comforting to him at a time like this, but it reminded Spencer of _old times_, back when Billy had definitely been okay and Shanilla and Rajeev and Billy had all been constant givens. Now Shanilla and Rajeev were far away and Billy was _nowhere_ and hearing her after months of mostly only chatting through text and online only hammered in how different everything was.

"Uh, hi Shanilla," he whispered, chest feeling tight as he stared apprehensively at the door. "Thanks for calling but this isn't the best…"

"Did you find him?" she asked hurriedly, cutting him off.

"No."

"Did…did you break up?" Her voice was weird and strained as she asked the question.

She hadn't known about his and Billy's relationship for very long, Spencer had put off telling her because he'd sensed she wouldn't take it quite as well as Rajeev. And he'd been right. He'd told them over spring break, and Rajeev had seemed surprised, but quickly shrugged it off and laughed and made a bad joke about appreciating that Spencer was leaving more girls available for him. Shanilla hadn't laughed. Her face froze in a twist of surprise and dismay. She'd said something along the lines of "You're joking…right?" and then when Spencer had shook his head she'd excused herself and vanished into the bathroom for twenty minutes. When she came back out she congratulated him in a flat voice and mumbled some excuse about needing to get started on a school project. She hurried out the door without even waiting for Rajeev. Spencer didn't hear from her again for over three weeks.

"No, we definitely didn't break up," said Spencer.

"Oh." She failed to mask the disappointment in her tone.

"Billy wouldn't do something like that without at least telling me."

There was a long pause implying that Shanilla did not entirely agree with that assessment.

"He really wouldn't," Spencer added. "I know he seems like the type that might, and he probably would to someone else, but he wouldn't to _me_." He sighed. "Look, I'm pretty sure something happened to him. I'm checking my roommate's computer right now, and he's practically got a Billy shrine saved on here."

"A Billy shrine?" she asked. "That's…pretty creepy. I mean, considering the circumstances. He didn't seem like a Cobrahead."

"He can't possibly be. He just hasn't cared about Billy at all this whole year. I wasn't even sure he recognized who Billy was this whole time. I think he was gathering research because he wants to do something to him. Or maybe it's just like a trophy because he's already doing something. Like a serial killer might collect."

"You should record what you're finding," said Shanilla. "Make sure you get evidence."

"Good idea." Spencer grabbed his video camera and turned it on, recording the computer screen as he cycled through all the bookmarks on the browser. "Thanks Shanilla, that's helpful."

"I could be more helpful!" she said anxiously. "I could come help you look for him! Do you want me to come? I could get a flight and be there in a few hours. Here, why don't I come, you probably need me—"

"No, no, you don't have to go through that much trouble," said Spencer quickly.

"It's not that much trouble."

"He's only been missing for a few hours. Maybe if I haven't figured things out in a couple of days you should come then. But I might be panicking over nothing."

"...Maybe..." she agreed. Clearly though, she didn't think he was panicking over nothing. "Keep me updated then. Let me know if I can do anything."

"I will," he promised, grateful for her reliable friendship, even if it was a tad more strained now than it had been back in high school. "I'll call you if anything changes. Thanks, Shanilla."

"Anytime," said Shanilla. "You can call me _anytime_."

"I will."

He hung up a little quicker than he might have otherwise, but Spencer was getting anxious over the possibility that MSS might walk in on him still using his computer. He closed down all the folders and windows he'd opened and jumped back to his own side of the room, grabbing his laptop so he could get his collected evidence onto his own computer before anyone got a chance to see what he was doing.

There were more video clips on the camera's memory card than there should have been.

Spencer stared at the screen, counting the files showing up in the external drive folder. There was the video he'd just taken. There were the movie clips he'd already uploaded last week, but failed to delete off his camera yet. And there between those things, were two files he couldn't remember filming.

Had his camera just turned on by accident at some point? Maybe he'd dropped or jostled it. The mystery video might be a mistake.

Or maybe...

His hand shook as he reached out to click play.

The footage was dark. Spencer could dimly make out his dorm room, but just barely, the scene seemed to be at night with the lights off. The viewpoint was at around a person's eye level, so it didn't appear to be a mistake of a jostled camera.

For about a minute the screen was silent and unmoving, showing nothing but an empty desk chair and the wall behind it. Then the camera suddenly shook, turning to point at the floor briefly, and then righting to the bed. In the low light Spencer could just make out his own form under the covers. He watched as his necklace seemingly floated off his neck into thin air, then disappeared behind the lens of the camera. Billy blinked into view.

"Huh, almost forgot there that the camera needed some gear. That would have made a lousy video message, wouldn't it bromigo?" Billy's voice was cut short by a low laugh, although there wasn't his usual humor behind it.

Spencer hadn't been prepared for the impact of Billy's voice, his chest clenched, making him feel like he'd gotten the wind knocked out of him. He turned the volume up and leaned closer to the screen.

"Lessee, so where was I?" Billy muttered. "I'm no good at this sort of thing." He laughed again. "Which is why it's a good thing you're never gonna see this, huh? I'm totally going to delete this video when I come back. Right? Yeah, totally. I feel pretty stupid right now, making a video no one's ever gonna see. But I've gotta cover all my bases, yeah? So..." The wry smile on his face dropped and Billy's eyes slid sideways and then downwards. When he made eye contact with the camera again his expression had turned completely serious. "If you're watching this then that means I screwed up. Which...of course is impossible. Everyone knows BJC never screws up." This time his laugh sounded painfully forced. "So I'm probably just wasting my time here but...but _just in case_. I didn't want to just disappear. That's not really my style, eh brojack? Nah. Can't..." he looked away briefly, "...can't let you _forget_ amount me. Heh." There was a long awkward pause. "As if you could." He rubbed the back of his neck and then nervously glanced towards Spencer sleeping in the bed. "Anyway, this was supposed to be some sort of apology. I'm really sucking at it, huh? Can't say I'm that used to making them. Uh. Sorry, dude. I'm sorry you're having to see this and I'm not there. I'm sorry for screwing everything up. I hope you can forgive me and maybe move on or—" The clip abruptly ended.

Fat tears were falling on his keyboard. "No," Spencer breathed. "No, _Billy_. You idiot, what did you _do_?"

He held his breath as he clicked on the second video file.

Billy's eyes looked slightly crazed and his face was much closer to the camera.

"Ignore that last message," he said hurriedly. "I must have gone temporarily insane. You're _not_ allowed to move on, got it? Never. Never ever. You're _mine_, Spencer Wright, you got that? Even if I'm not here. _Forever_. Don't you dare forget me, Spence. Don't ever forget me." He pointed at the camera. "So..." there was a hitch in his voice, "...so I'll just...be seeing you around then. Love ya, bro. Cobra out." Billy saluted the camera before cutting off.

Spencer wrapped his arms around himself and stared at the blank screen of the ended clip for a very long time. He felt like someone had strapped an iron band around all his internal organs and was steadily turning a key, tightening the deadly constriction, slowly smothering and crushing him.

Billy…Billy had done something stupid. And he'd _known_ he was doing something stupid. And he hadn't told him he was going to do it.

Billy had left without saying goodbye and hadn't even told him in his stupid message what he'd actually been planning to do. All Spencer knew now was that something terrible probably _had_ happened to him, since he'd been expecting to come back before Spencer noticed anything was amiss, but obviously hadn't made it. But there hadn't been any clue for him of where to look for him or anything he could do to help him.

"You stupid, stupid jerk." Spencer slammed his fist into the mattress. His eyes were burning. "You stupid, selfish, idiotic jerkface."

He fell back on the bed and stared up at the ceiling, his mind racing to try and think of where Billy might have gone.

Probably not Beverly Heights. Shanilla and Rajeev weren't there right now, and the only other people who could see him were his enemies. He wouldn't have gone back and let Madame X chase him just because he needed an attention fix, would he? Surely not.

But wait.

Apparently Madame X wasn't the only crazy fan with Billy in their sights. Billy wouldn't have to go as far as home in order to get a dose of psychotic stalking. There'd been another one right here under their noses this entire time. Unbeknownst to them (or at least to Spencer,) Stephan had actually been Madame X version 2.0. Except he'd wanted to do something much worse to Billy than just put him in a jar. He'd wanted to put only _part_ of Billy in a jar.

Had Billy let him?

Spencer tried very hard to think of another explanation for what Billy might have done.

Maybe he'd just gone out for donuts?

…That wouldn't have required a frantic farewell video.

Maybe he'd tried to contact an agent to restart his career, even though he was a ghost?

…Not something to be done in the middle of the night though.

Maybe….

…Maybe….

Spencer couldn't even think of anything else. His gut kept pulling him back to MSS. There was no way his roommate wasn't involved in this somehow, not with the evidence he'd seen on his computer and the meddling he'd done earlier in the year.

But why would Billy willingly go to him?

MSS had already told them that he couldn't do the clone procedure more than once. Billy's ectoplasm couldn't handle it. It had sounded like another attempt would be a death sentence….

…Had Billy really willingly signed up for that?

Why would he do something so stupid?

_Because he's Billy. He never takes consequences into enough consideration. That's how he rolls._

Rolled. _Past tense_.

Billy might be gone for good now.

Spencer tugged at his shirt collar, an unconscious reaction to the tightening feeling in his throat.

Gone. _Gone, gone, gone_. Why did this keep happening? Why did he keep losing Billy? They'd been so happy, why was Billy willing to throw that away?

He jumped off his bed and started pacing around the room. He had to do something! He had to find them. But he'd already searched all over campus. Where could they possibly be?

Duh.

The basement of the science department, obviously. That was definitely one place he hadn't thought to check earlier. He'd never expected to set foot there again.

Spencer took off at a mad run, barreling through the dorm's doors, weaving around other students and taking the stairs three at a time. In his haste he tripped on a piece of broken pavement and nearly went sprawling but managed to right himself and kept up his momentum. He made it clear across campus in less than ten minutes.

He didn't pause until he reached the door behind which he knew Stephan had his makeshift laboratory. The metal rolling rack had already been shoved aside, indicating that the room was occupied.

His hand hung suspended in the air over the old scuffed doorknob, fingers tensing in anticipation. For all Spencer's anxiousness to intercept MSS as quickly as possible, he was afraid to open the door. He was terrified of what he'd find. Billy and MSS had been missing for hours, the chance that he'd arrived in time to intercept anything seemed, well, impossible. He took a deep breath, steeling himself for visual confirmation of his worst fears.

Like before there was a body on the table. But unlike before, it was now strapped down and had dozens of wires and tubes sticking out of it.

"Billy!"

Spencer started to run towards the table, but a hand reached out and clenched onto him.

"_Stop!_" MSS's voice was loud and authoritative.

Spencer struggled to get free. "No!" he screamed. "_You_ stop! Stop interfering! Stop hurting Billy!"

"You're the one who's interfering right now," snapped MSS. "The transfer is already underway. It is _critical_ that the procedure is not interrupted. If you disrupt, it will be _you_ who hurts him, not me."

Spencer spun around and socked his roommate in the chest.

"WHY ARE YOU DOING THIS?" he yelled. "You said it couldn't be done a second time! You said it would _compromise_ him! Why are you doing this if it's going to kill him!"

"It will not."

"But you said—"

"I know what I said," muttered Stephan. "At the time I said it, that was the truth."

"Wait—what?"

"Science is ever making progress. You wouldn't know anything about that though, would you?"

Spencer stopped struggling and looked at Stephan distrustfully. "Wait, you're saying you figured out how to re-use Billy's ectoplasm without hurting him?"

"Among other things," said Stephan haughtily.

"Other things?"

"I solved the acceleration defect."

"You—you solved—"

"I figured out how to make clones with a stable aging process and normal life span," announced MSS.

"_How_?" Spencer was afraid to believe him. It seemed too impossible. It had only been a few months since MSS had created the first clone. Surely a problem that major couldn't be solved in such a short time, and by only a single person?

"I am a genius," said Stephan matter-of-factly. "You wouldn't understand the details. Now please get out of the way and stop compromising the procedure."

"It's too late to...to stop?" Spencer anxiously stared at the table. He wasn't ready to believe things might work out as conveniently as Stephan claimed. It would hurt too much if he was wrong. Given the choice between keeping Billy as a ghost and an uncertain possibility of him getting a new body, Spencer would definitely choose ghost. No trade off was worth any risk of losing him now.

"Of course." sighed Stephan, obviously annoyed at Spencer's unwillingness to take his words at face value. "But even if it were not, it is not your choice." He pulled out a piece of paper and dangled it in front of Spencer.

_I Baruch Cohen, of sound mind _(here there was a scribble where Spencer could make out the words 'and body' had been crossed out) _do hereby willingly submit myself to soul transfusion therapy under full understanding of its legal shortcomings and potential hazards. It is my will to engage in this experimental procedure and accept full responsibility of any consequences. - BJC_

Baruch? Billy had given Stephan his _real name_?

Billy had never voluntarily used his real name to Spencer. Not beyond merely correcting him when he'd mispronounced it. He'd certainly never _initiated_ its use. How could he share something so personal with this monster that might kill him?

It was like pouring lemon juice in an already gaping wound.

"You said that what you were doing couldn't be enforced by law so paperwork was meaningless," Spencer reminded him.

"True, this was primarily for your benefit," said MSS, shaking the paper. "He predicted you might...object."

"Damn right I object!"

"It does not matter." MSS waved Spencer's outburst off. "This is what he desired and it is too late to change course anyway. His essence will be destroyed if the transfusion is aborted."

_Destroyed_.

The word slammed into him like a sledgehammer. Spencer started to feel slightly lightheaded and sat down on the floor to regain his bearings.

He was too late to do anything. Whether Billy was okay or not was completely out of his hands. That he'd managed to find him would make no more of a difference than if he'd simply stayed put in their room. The only thing he'd accomplished was that if something terrible happened to Billy, he'd be here to witness the horror.

_Why would Billy do this?_

"How much longer will it take?"

"Oh," MSS glanced at his watch. "A few hours, maybe."

"A few hours?" Spencer was shocked. "But you did it in _minutes_ last time!"

"Last time you did not receive the results you expected, did you?" said Stephan. "And so we are proceeding with maximum caution."

Spencer sighed. "Okay…okay…I'll just…I guess I'll just wait."

He lasted about fifteen minutes. Waiting was hard when you felt nervous enough to throw up. Each second felt like a millennium.

"Why are there so many things sticking out of him?" asked Spencer. He tried to make the question conversational instead of accusatory, but failed.

"Stabilizers," replied Stephan vaguely.

"Oh." Spencer tried to stay quiet for a while.

"Why are you even bothering to do this?" He couldn't help asking a few minutes later. "You must have gone through a lot of trouble to reinvent the cloning process. What's even in it for you?"

"That's personal."

"_Dude_, you have my boyfriend naked on a metal slab with tubes sticking out of him and are being completely blasé about the fact that you might kill him. _That's_ personal. You owe me answers."

MSS crossed his arms and was silent for several minutes. "Leslie threw a tantrum when she found out about the previous procedure and its outcome," he finally mumbled. "She figured out what happened when your irresponsible video went viral."

"Who?" None of what MSS had said made any sense to Spencer. He didn't know anyone by that name.

"Leslie," repeated MSS unhelpfully.

"Who the heck is Leslie?"

"My girlfriend."

Spencer's jaw dropped. "_You_ have a girlfriend?"

"Of course I have a girlfriend." Stephan scowled. "Don't be so insulting."

"But…I've never seen her once all year! How could you have a girlfriend and never once bring her by our room?

"She is a rather large fan." Stephan rolled his eyes with the answer. "I would have found it inconvenient had she become too _familiar_ with your obnoxious sidekick."

"His name's Billy," said Spencer resentfully.

"I am painfully aware."

"And he'd seriously freak if he ever heard anyone call him a sidekick," added Spencer. "As far as he's concerned, _I'm_ the entourage. He can't hear you can he?"

Stephan shrugged.

"You better not have just compromised the whole thing because you agitated him." Spencer glared at MSS.

"A dose of reality could only benefit his health," scoffed Stephan. "Now stop bothering me. You could leave and come back in three hours. Go get a sandwich."

"I'm staying _right here_."

"Than do so quietly. I have important things to monitor."

"So do I," muttered Spencer. He wrapped his arms around his legs and rested his chin on his knees, settling in to wait. He was not going to let MSS so much as touch Billy again without intense supervision.

* * *

"I'm sorry dude," said Billy for the fifteenth time. He didn't look sorry though. He looked like a cat that had just caught the goldfish; a wide grin was smeared across his face, his face that was perfectly opaque and not even a little bit blue. He hadn't stopped grinning since the second his eyes opened on the examination table. Spencer had jolted off the floor the moment he realized Billy was awake, running over and raking over him to check and make sure everything really was okay. Billy's hair had been flatter than usual, due to lack of gel or styling, and he still had medical equipment attached to him, but other than that had looked no different than he had the first time. It was as if he'd never reverted to ghosthood at all.

It had taken a lot of restraint for Spencer to stand back and wait for MSS to detach all of the tubes and wires. And then for Billy to change into proper clothes. The second Billy was done, Spencer had practically launched himself at him.

"You're a jerk," said Spencer insincerely. It was hard to be mad though when he felt so overwhelmingly relieved.

"I knew it would work," said Billy.

"No you didn't," countered Spencer.

"But it did work."

"But it might not have!"

"But it _did_," said Billy. "And aren't you happy? Don't you like me like this? I know I make a pretty rad ghost, but I'm even more awesome as the real deal."

Spencer sighed. "You should have _told_ me. Way uncool to do something like that behind my back."

"You would have tried to stop me."

"And that you knew that is a pretty big red flag that you shouldn't do something," said Spencer.

"Well, I just sort of _had_ to, brochahontas. I won't do it again." Billy shrugged.

"You'd _better not_."

"I'll make it up to you." Billy wrapped his arms around him.

"That's not the sort of thing you can just 'make up'."

"You can let me try."

"Well…" In spite of himself Spencer melted into Billy's hug. He _had_ missed this. A lot. Having Billy so warm and solid again felt amazing. "Okay. Go ahead and try."

Billy kissed him. And it wasn't cold, or sticky, or laced with anticipation that there might be consequences. It was passionate and hungry and Spencer couldn't get enough of it. He quickly forgot that he was supposed to be upset or even that they weren't alone.

Stephan made sure to remind them. He coughed loudly. "Please get a room. Preferably not mine."

Billy laughed into the kiss, and then pulled away. "That can definitely be arranged." He grabbed Spencer's hand and still grinning, pulled him out the door.

* * *

It was months before Spencer began to actually believe that MSS had been correct in his claim that Billy's new body was stable. He'd walked around practically holding his breath as the third month marker approached. It came and went with apparently no ill effect on Billy's health. Spencer still didn't let his guard down as the following months encroached. He was halfway through his second year of college before he really began to relax and accept that Billy being alive again wasn't too good to be true.

But here they were, half a year later, off-campus in an apartment way nicer than a college student ought to be able to afford, and Spencer was staring at his own photo in a magazine.

"Really?" said Spencer, rolling his eyes at the headline. "They couldn't even come up with different phrasing from last time? I'm just a 'white hot boy toy' all over again?"

"Well, you are pretty hot," said Billy cheerfully. "It's accurate at least. Though you're more of a 'bro toy', if you ask me."

"Lame," griped Spencer. "They practically just recycled the entire article from Serena, and just replaced her name with yours."

"No one remembers that other article," said Billy with a flippant wave. "It was over four years ago. That's prehistoric in celebrity gossip."

"Still lame," said Spencer.

"Hey, at least you've been upgraded." Billy grinned. "I have more fans to be jealous of you."

"I'm not sure that's a plus," snorted Spencer. "But yeah, you are a major upgrade."

"It's a plus when they're buying my new album," said Billy. "They're paying for our digs, bro."

"True." Spencer shrugged. He personally would have been fine with a normal, college-appropriate apartment rather than the ultra swanky abode that Billy had insisted on. But Billy had successfully rebooted his career and could easily pay for things like this so Spencer wasn't one to argue. It made Billy happy, anyway.

"And they're also _your_ fans now, Mr. Broducer," Billy added.

"Also, true," agreed Spencer. With Billy's reappearance into the public eye, the buzz about the movie they'd made only intensified. Spencer became known as 'the emerging young director who 'rediscovered' Billy Joe Cobra.' He suddenly found himself in the spotlight and in demand…and that demand only escalated when Billy announced that he'd only accept movie roles if they were directed by Spencer. In whirlwind time, Spencer had a promising career started to juggle with college.

"…So you better keep them happy. I trust you're working on a bromazing new script for me?"

"…I have something started."

"No zombies," said Billy quickly.

"Can't promise that, dude." Spencer grinned.

"It should be a heart-wrenching romance." Billy countered.

"Not really my style. I was thinking more of a post-apocalyptic thriller."

"…Rock opera," added Billy.

"A post-apocalyptic thriller rock opera?" Spencer raised an eyebrow.

"…With a romance," said Billy again.

Spencer laughed. "That sounds like a mess."

"What it sounds like is a guaranteed cult classic," said Billy, pointing at himself. "Especially with yours truly as the center heart-throb."

"Well, I'll keep all that in mind," Spencer rolled his eyes. "Though I'm not sure I want to write you into romance scenes."

"Jealous?"

"Absolutely not," said Spencer.

"You're jealous," announced Billy gleefully.

"I have no reason to be jealous."

"Of course not bromeo, but you're totally jealous anyway."

"Nope."

"Don't worry, I know you can't help it." Billy wound his arm around Spencer's shoulder. "I'm like a force of nature. An amazing force of sexy nature. It would defy the universe to not be jealous."

"You just keep telling yourself that," snorted Spencer. "Meanwhile, I have a script to write and I think it's going to contain a force of zombies. Do you want to be the sexy resistance or the sexy sympathetic undead heart-throb?"

Billy didn't answer.

"Dude that wasn't a rhetorical question. I actually have a deadline, which is kinda brutal considering I still also have homework…." He turned to look at Billy.

Billy was staring vacantly at the wall.

"Billy?"

"Force of sexy nature," Billy muttered detachedly.

"Yeah, you said that already," said Spencer. "If I agree with you, would you actually help me out here?"

"Force of sexy nature!" Billy's voice was way more excited this time.

"Okay…you just got yourself cast as a zombie. Since you've apparently been lobotomized in the past five minutes." Spencer shoved the celebrity gossip magazine away and reached for a notebook and pencil.

"What? Who's been lobotomized?" Billy suddenly snapped out of whatever it was he'd been lost in.

"You, dorkbrain," said Spencer affectionately. "You just completely zoned out on me."

"No way brocula!" Billy jumped up and bounced around the room. "That was genius at work! I just found my new platinum hit!"

"Huh?"

"Force of Sexy Nature! It's going to be all over the radio by next week! I just have to write it!" He did an impromptu dance.

"Are you _serious_?" Spencer made a face.

"Serious as a taco in an all-you-can-eat buffet," said Billy.

"Uh, I'm not even sure what that means."

"Me either bro, but it sounded pretty serious."

Spencer sighed. He thought that 'Force of Sexy Nature' sounded painfully vapid. But he also knew that meant it was probably destined for top ten charts. Billy was really good at nailing what would be catchy and popular.

"Fine," he said, with an exaggerated long suffering sigh. "You go write that. I'll just…write this script _all by myself_. And do this fifteen page essay. I guess…I can manage."

"Of course you can," said Billy, not rising to the bait. "But you won't have to. I'll be done in like fifteen minutes."

"Your whole new hit?"

"Pssht, yeah. I'll have three done. Heck, I'll write the whole rock opera soundtrack in twenty minutes."

Spencer considered this. A zombie opera did sound, well, _different_. He hadn't tried that angle yet. He didn't hate it as much as he would have expected.

"Okay Mr. Genius," said Spencer. "Challenge accepted. Write me a soundtrack."

"It will be the best soundtrack _ever_," said Billy, planting a messy kiss on Spencer's cheek.

"It had better be," said Spencer. "Because I need this to be my best movie ever, if it's going to live up to all the hype from that last one. This is gonna be crucial."

"Of course it will be your best movie ever," said Billy with a wink, as he popped out the door. "I'm not the only genius here."

Spencer grinned at the unexpected compliment.

Billy stuck his head back in. "Just to be clear though, I am the _bigger_ genius," he said seriously.

"Shut up and write me my soundtrack," laughed Spencer.

"On it, comandbro." Billy darted over and tilted Spencer's chair back, making him flail. Billy leaned over and gave him a deep, slow kiss. Spencer wrapped his arms around his neck and relaxed into it.

Billy righted his chair and gave him a wink and a salute, before sauntering out.

Spencer was still grinning long after the door had shut. He had a feeling it _would_ be his best movie ever; at least, until they started on the next one. There were a lot of amazing projects in his future. And he and Billy were going to do them together.


End file.
